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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

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)
Executive Chairperson
(Last)          (First)          (Middle)

C/O AXCELIS TECHNOLOGIES, INC., 108 CHERRY HILL DRIVE
3. Date of Earliest Transaction (MM/DD/YYYY)

5/16/2023
(Street)

BEVERLY, MA 01915
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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)
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 5/16/2023  F  2330 D(1)$129.92 (2)332218 (3)D  
Common Stock 5/17/2023  F  2332 D(1)$137.69 (2)328986 (4)D  
Common Stock 5/18/2023  S  8578 D$141.52 (5)320408 (6)D  
Common Stock 5/18/2023  G/K  4778 D$0.00 (7)315630 (8)D  
Common Stock         5000 I Held by Spouse 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) These shares were withheld by the Company to cover the tax withholding obligations of the executive on the vesting of restricted stock units.
(2) Represents the closing price of the common stock on the date of the tax withholding.
(3) Of the shares held after this tax withholding forfeiture (and related vesting) on May 16, 2023, 74,706 shares were issuable on vesting of restricted stock units granted to the executive under the 2012 Equity Incentive Plan and are subject to forfeiture.
(4) Of the shares held after this tax withholding forfeiture (and related vesting) on May 17, 2023, 67,420 shares were issuable on vesting of restricted stock units granted to the executive under the 2012 Equity Incentive Plan and are subject to forfeiture.
(5) The price reported in Column 4 is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $141.45 to $141.60, 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 sold at each separate price.
(6) Of the shares held after this sale on May 18, 2023, 67,420 shares were issuable on vesting of restricted stock units granted to the executive under the 2012 Equity Incentive Plan and are subject to forfeiture.
(7) These shares of Common Stock were donated by the reporting person as a gift to a Morgan Stanley Charitable Account, a donor advised fund, entitled MS GIFT EIVIND LANGE MARY PUMA DAF.
(8) Of the shares held after this gift on May 18, 2023, 67,420 were issuable on vesting of restricted stock units granted to the reporting person under the 2012 Equity Incentive Plan and are subject to forfeiture.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
PUMA MARY G
C/O AXCELIS TECHNOLOGIES, INC.
108 CHERRY HILL DRIVE
BEVERLY, MA 01915
X
Executive Chairperson

Signatures
Lynnette C. Fallon, as attorney in fact for Mary G. Puma5/18/2023
**Signature of Reporting PersonDate


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 control number.
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