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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

SEC Form 4

FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Jarzynka David
(Last) (First) (Middle)
15 ELIZABETH DRIVE
(Street)
CHELMSFORD MA 01824
(City) (State) (Zip)
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)
Sr. VP, General Manager
3. Date of Earliest Transaction (Month/Day/Year)
11/08/2017
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 11/08/2017 A 4,867(1) A $0.00 39,543 D
Common Stock 11/08/2017 A 625(2) A $0.00 40,168 D
Common Stock 11/08/2017 A 10,692(3) A $0.00 50,860 D
Common Stock 11/09/2017 S 5,528(4) D $28.55 45,332 D
Common Stock 11/09/2017 S 2,506(5) D $28.55 42,826 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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. 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: 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
Explanation of Responses:
1. Grant of restricted stock units to the Reporting Person under the Company's Long Term Incentive Plan. No amount was paid upon grant of the units. The units are subject to time-based vesting and will vest 33-1/3% per year, beginning on November 15, 2018.
2. An initial grant of 45,000 restricted stock units (RSUs) was received on November 5, 2014. The grant contained 13,500 performance-based units subject to performance-based vesting requirements, measured at the three-year period ended September 30, 2017, resulting in the achievement of 104.63%, or 14,125 of the performance-based units. This transaction represents a grant of an additional 625 RSUs. No amount was paid upon grant of RSUs.
3. An initial grant of 12,000 performance-based RSUs was received on April 26, 2016 subject to performance-based vesting requirements, measured at September 30, 2017, resulting in the achievement of 89.1%, or 10,692 of the performance-based units. 50% of the RSUs vested on November 8, 2017 and 50% will vest on November 8, 2018.
4. 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 8, 2017 of 14,125 restricted stock units held by the reporting person.
5. 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 8, 2017 of 5,346 restricted stock units held by the reporting person.
Remarks:
/s/ Jason W. Joseph, Attorney-in-fact for David E. Jarzynka 11/10/2017
** Signature of Reporting Person Date
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.

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