SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BREWER KEVIN J

(Last)

(First)

(Middle)

C/O AXCELIS TECHNOLOGIES, INC.

108 CHERRY HILL DRIVE

(Street)

BEVERLY

01915

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AXCELIS TECHNOLOGIES INC [ ACLS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP & Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/28/2020		F⁽¹⁾		3,490	D	$0.00⁽²⁾	83,003⁽³⁾	D
Common Stock	02/28/2020		F⁽⁴⁾		3,858	D	$0.00⁽²⁾	79,145⁽⁵⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. This forfeiture of shares for tax withholding purposes relates to the vesting on February 28, 2020 of the remainder of performance based restricted stock units granted to the executive in May 2018. These shares were determined to be earned by the executive pursuant to a resolution of the Axcelis Technologies, Inc. Compensation Committee on February 5, 2019, and half of the earned shares vested on February 28, 2019. As agreed with the executive, the shares issued to the executive on the vested shares were reduced by a number of shares having a value equal to the executive's tax withholding obligation with respect to the vested shares.

2. These shares were withheld by the Company to cover the tax withholding obligations of the executive on the vesting of restricted stock units on February 28, 2020.

3. Of the shares beneficially owned by the executive on February 28, 2020 after the vesting of the 2018 performance based restricted stock units, 60,296 shares were issuable on vesting of restricted stock units which are subject to forfeiture. This number includes 8,689 shares issuable under the executive's 2019 performance based restricted stock units, which also vested on February 28, 2020.

4. This forfeiture of shares for tax withholding purposes relates to the vesting on February 28, 2020 of the first half of shares earned under performance based restricted stock units granted to the executive in May 2019. These shares were determined to be earned by the executive pursuant to a resolution of the Axcelis Technologies, Inc. Compensation Committee on February 12, 2020. The second half of the shares earned under this restricted stock unit award will vest on February 28, 2021, assuming continuation of the executive's services. As agreed with the executive, the shares issued to the executive on the vested shares were reduced by a number of shares having a value equal to the executive's tax withholding obligation with respect to the vested shares.

5. Of the shares beneficially owned by the executive on February 28, 2020 after the vesting of shares issued on both the 2018 performance based restricted stock units and the 2019 performance based restricted stock units, 51,607 shares were issuable on vesting of restricted stock units which are subject to forfeiture.

Remarks:

	Lynnette C. Fallon, as attorney in fact for Kevin J. Brewer	03/02/2020
	** Signature of Reporting Person	Date
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