Sec Form 4 Filing - Lawson Douglas A. @ AXCELIS TECHNOLOGIES INC - 2017-05-18

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 Lawson Douglas A. 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, Corporate Mktg & Strategy (Last) (First) (Middle) C/O AXCELIS TECHNOLOGIES, INC., 108 CHERRY HILL DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 05/18/2017 (Street) BEVERLY, MA01915 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 05/18/2017 M 13,671 A $ 12.04 37,690 ( 1 ) D Common Stock 05/18/2017 S 12,117 D $ 21.18 ( 2 ) 39,244 ( 1 ) D Common Stock 3,125 I Held by Spouse

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) $ 12.04 05/18/2017 M 13,671 04/15/2017 07/15/2022 Common Stock 13,671 $ 0 17,579 ( 3 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Lawson Douglas A. C/O AXCELIS TECHNOLOGIES, INC. 108 CHERRY HILL DRIVE BEVERLY, MA01915 EVP, Corporate Mktg & Strategy Signatures Lynnette C. Fallon, as attorney in fact for Douglas A. Lawson 05/18/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Of the shares held as of May 18, 2017, 25,986 were issuable on vesting of restricted stock units granted under the 2012 Equity Incentive Plan and are subject to forefeiture. ( 2 )The price reported in Column 4 is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $21.15 to $21.25, inclusive. The reporting person undertakes to provide to Axcelis Technologies, Inc., any security holder of Axcelis Technologies, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price. ( 3 )31,250 options were granted on July 15, 2015 and were vested as to 44% of the options as of May 18, 2017. Of the remaining 17,579 options held by the executive after the sales on that date, 1953 options will vest on the 15th of each of July, October, January, and April until fully vested on July 15, 2019, if the officer remains in the service of the Company on such vesting dates.

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).

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