SEC Filing | Axcelis Technologies Inc

View:

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

FALLON LYNNETTE C

(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)
EXECUTIVE VP, HR/LEGAL AND GEN

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2024

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

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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	05/15/2024		A		3,200	A	$0⁽¹⁾	33,495⁽²⁾	D
Common Stock	05/15/2024		F		1,017	D⁽³⁾	$112.94⁽⁴⁾	32,478⁽⁵⁾	D
Common Stock	05/15/2024		F		300	D⁽⁶⁾	$112.94⁽⁴⁾	32,178⁽⁷⁾	D
Common Stock	05/16/2024		F		628	D⁽⁸⁾	$113.57⁽⁴⁾	31,550⁽⁹⁾	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. These shares are issuable on vesting of restricted stock units granted under the Company's 2012 Equity Incentive Plan on May 15, 2024. In this grant, the executive may earn shares of common stock, ranging from zero to 150% of the granted units. The shares are earned based on the achievement of 2024 performance goals. 100% of the earned shares will vest on February 28, 2025. Unearned restricted stock units will forfeit on February 28, 2025.

2. Of the shares held after this grant on May 15, 2024, 18,623 shares were issuable on vesting of restricted stock units granted to the executive under the 2012 Equity Incentive Plan and are subject to forfeiture.

3. This forfeiture of shares for tax withholding purposes relates to the vesting on May 15, 2024 of service vesting restricted stock units granted to the executive in May 2023. As agreed with the executive, the shares issued to the executive on the vesting were reduced by a number of shares having a value equal to the executive's tax withholding obligation with respect to the vested restricted stock units.

4. Represents the closing price of the common stock on the date of the tax withholding.

5. Of the shares held after this vesting event on May 15, 2024, 15,900 were issuable on vesting of restricted stock units granted to the reporting person under the 2012 Equity Incentive Plan and are subject to forfeiture.

6. This forfeiture of shares for tax withholding purposes relates to the vesting on May 15, 2024 of service vesting restricted stock units granted to the executive in May 2020. As agreed with the executive, the shares issued to the executive on the vesting were reduced by a number of shares having a value equal to the executive's tax withholding obligation with respect to the vested restricted stock units.

7. Of the shares held after this vesting event on May 15, 2024, 15,225 were issuable on vesting of restricted stock units granted to the reporting person under the 2012 Equity Incentive Plan and are subject to forfeiture.

8. This forfeiture of shares for tax withholding purposes relates to the vesting on May 16, 2024 of service vesting restricted stock units granted to the executive in May 2022. As agreed with the executive, the shares issued to the executive on the vesting were reduced by a number of shares having a value equal to the executive's tax withholding obligation with respect to the vested restricted stock units.

9. Of the shares held after this vesting event on May 16, 2024, 13,809 were issuable on vesting of restricted stock units granted to the reporting person under the 2012 Equity Incentive Plan and are subject to forfeiture.

	/s/ Lynnette C. Fallon	05/17/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.