Sec Form 4 Filing - YOUNG MORRIS S @ AXT INC - 2017-07-31

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
YOUNG MORRIS S
2. Issuer Name and Ticker or Trading Symbol
AXT INC [ AXTI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
4281 TECHNOLOGY DR
3. Date of Earliest Transaction (MM/DD/YY)
07/31/2017
(Street)
FREMONT, CA94538
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Common Stock 07/31/2017 M 92,896 A $ 1.59 1,213,200 D
Common Stock 07/31/2017 S 47,896 D $ 8.54 1,165,304 D
Common Stock 07/31/2017 S 45,000 D $ 8.53 1,120,304 ( 1 ) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $ 1.59 07/31/2017 M 92,896 07/16/2010( 2 ) 07/16/2019 Common Stock 92,896 $ 0 1,028,896 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
YOUNG MORRIS S
4281 TECHNOLOGY DR
FREMONT, CA94538
X Chief Executive Officer
Signatures
/s/ Morris S Young, by power of attorney 08/02/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This total includes 311,821 shares of common stock held by the Young Family Trust for which the Reporting Person serves as trustee, 410,000 shares of common stock held by the Morris S. S. Young 2016 Annuity Trust for which the Reporting Person serves as trustee, 410,000 shares of common stock held by the Vicke Young 2016 Annuity Trust for which the Reporting Person serves as trustee, and 483 shares of common stock held by the Morris Young Family Ltd. Partnership. This total also corrects a clerical error in the Reporting Person's previous Form 4 The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
( 2 )The Options are fully vested and exercisable.

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).

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