Sec Form 4 Filing - PUMA MARY G @ AXCELIS TECHNOLOGIES INC - 2020-05-15

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 PUMA MARY G 2. Issuer Name and Ticker or Trading Symbol AXCELIS TECHNOLOGIES INC [ ACLS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) C/O AXCELIS TECHNOLOGIES, INC., 108 CHERRY HILL DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 05/15/2020 (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 05/15/2020 A 43,578 A $ 0 ( 1 ) 376,119 ( 2 ) D Common Stock 05/15/2020 A 43,578 A $ 0 ( 3 ) 419,697 ( 4 ) D Common Stock 05/15/2020 F 5,055 D ( 5 ) $ 23.52 ( 6 ) 414,642 ( 7 ) D Common Stock 05/16/2020 F 8,326 D ( 5 ) $ 23.95 ( 6 ) 406,316 ( 8 ) D Common Stock 05/16/2020 F 3,611 D ( 5 ) $ 23.95 ( 6 ) 402,705 ( 9 ) D Common Stock 05/17/2020 F 3,816 D ( 5 ) $ 23.95 ( 6 ) 398,889 ( 10 ) D Common Stock 6,000 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other PUMA MARY G C/O AXCELIS TECHNOLOGIES, INC. 108 CHERRY HILL DRIVE BEVERLY, MA01915 X President and CEO Signatures Lynnette C. Fallon, as attorney in fact for Mary G. Puma 05/19/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares are issuable on vesting of restricted stock units granted under the Company's 2012 Equity Incentive Plan. Assuming continuation of employment, 25% of these restricted stock units will vest on each of May 15, 2021, May 15, 2022, May 15, 2023 and May 15, 2024. ( 2 )Of the shares held after this first grant on May 15, 2020, 172,221 were issuable on vesting of restricted stock units granted to the executive under the 2012 Equity Incentive Plan and are subject to forfeiture. ( 3 )These shares are issuable on vesting of restricted stock units granted under the Company's 2012 Equity Incentive Plan. Based on the achievement of performance goals and assuming continuation of employment, up to 50% of these restricted stock units will vest on each of February 28, 2021 and February 28, 2022. Unearned restricted stock units will forfeit on February 28, 2021. ( 4 )Of the shares held after this second grant on May 15, 2020, 215,799 were issuable on vesting of restricted stock units granted to the executive under the 2012 Equity Incentive Plan and are subject to forfeiture. ( 5 )These shares were withheld by the Company to cover the tax withholding obligations of the executive on the vesting of restricted stock units. ( 6 )Represents the closing price of the common stock on the date of the tax withholding. ( 7 )Of the shares held after this tax withholding forfeiture (and related vesting) on May 15, 2020, 204,414 were issuable on vesting of restricted stock units granted to the executive under the 2012 Equity Incentive Plan and are subject to forfeiture. ( 8 )Of the shares held after this first tax withholding forfeiture (and related vesting) on May 16, 2020, 185,664 were issuable on vesting of restricted stock units granted to the executive under the 2012 Equity Incentive Plan and are subject to forfeiture. ( 9 )Of the shares held after this second tax withholding forfeiture (and related vesting) on May 16, 2020, 177,533 were issuable on vesting of restricted stock units granted to the executive under the 2012 Equity Incentive Plan and are subject to forfeiture. ( 10 )Of the shares held after this tax withholding forfeiture (and related vesting) on May 17, 2020,168,939 were issuable on vesting of restricted stock units granted to the executive under the 2012 Equity Incentive Plan and are subject to forfeiture.

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