Sec Form 4 Filing - Jarzynka David @ Brooks Automation, Inc. - 2019-11-15

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Jarzynka David 2. Issuer Name and Ticker or Trading Symbol Brooks Automation, Inc. [ BRKS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President, Semi Solutions (Last) (First) (Middle) 15 ELIZABETH DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 11/15/2019 (Street) CHELMSFORD, MA01824 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 11/15/2019 A 65,272 ( 1 ) A $ 0 113,269 D Common Stock 11/20/2019 S 30,306 ( 2 ) D $ 45.25 ( 3 ) 82,963 D Common Stock 11/20/2019 S 2,438 ( 4 ) D $ 45.25 ( 3 ) 80,525 D Common Stock 11/21/2019 S 1,258 ( 5 ) D $ 43.22 ( 6 ) 79,267 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Jarzynka David 15 ELIZABETH DRIVE CHELMSFORD, MA01824 President, Semi Solutions Signatures /s/ Jason W. Joseph, Attorney-in-fact for David E. Jarzynka 11/22/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares issued upon the vesting of performance-based units granted on November 9, 2016, which were subject to performance-based vesting requirements measured at the three-year period ended September 30, 2019. No amount was paid by the reporting person upon grant or vesting of the performance-based units. ( 2 )Represents the sale of shares by the reporting person to satisfy the reporting person's obligations with respect to withholding taxes in connection with the vesting on November 15, 2019 of 65,272 performance-based units held by the reporting person. ( 3 )Represents the weighted average price for shares sold between November 18, 2019 and November 20, 2019 at a range between $44.34 and $46.58. The reporting person will provide to the Securities and Exchange Commission, the issuer and any stockholder, upon request, full information regarding the number of shares purchased or sold at each separate price. ( 4 )Represents the sale of shares by the reporting person to satisfy the reporting person's obligations with respect to withholding taxes in connection with the vesting on November 15, 2019 of 5,372 restricted stock units from two grants held by the reporting person and previously reported on Form 4. ( 5 )Represents the sale of shares by the reporting person to satisfy the reporting person's obligations with respect to withholding taxes in connection with the vesting on November 15, 2019 of 2,597 restricted stock units held by the reporting person and previously reported on Form 4. ( 6 )Represents the weighted average price for shares sold at a range between $43.10 and $43.69. The reporting person will provide to the Securities and Exchange Commission, the issuer and any stockholder, upon request, full information regarding the number of shares purchased or sold at each separate price.

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.