UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

AMTECH SYSTEMS, INC.

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box x

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

SCHEDULE 13D/A

(1) See Item 2 and Item 5.

(2) This calculation is rounded to the nearest tenth and is based upon 14,030,192 Shares outstanding, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on February 14, 2022 (File No. 000-11412).

(1) See Item 2 and Item 5.

(2) This calculation is rounded to the nearest tenth and is based upon 14,030,192 Shares outstanding, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on February 14, 2022 (File No. 000-11412).

(1) See Item 2 and Item 5.

(2) This calculation is rounded to the nearest tenth and is based upon (i) 14,030,192 Shares outstanding, as reported in the Issuer's Quarterly Report on Form 10-Q filed on February 14, 2022 (File No. 000-11412) and (ii) 36,000 aggregate Shares Mr. Averick may purchase under various director stock options.

(1)       See Item 2 and Item 5.

(2)       This calculation is rounded to the nearest tenth and is based upon 14,030,192 Shares outstanding, as reported in the Issuer's Quarterly Report on Form 10-Q filed on February 14, 2022 (File No. 000-11412).

(1) See Item 2 and Item 5.

(2) This calculation is rounded to the nearest tenth and is based upon 14,030,192 Shares outstanding, as reported in the Issuer's Quarterly Report on Form 10-Q filed on February 14, 2022 (File No. 000-11412).

Preliminary Note. Pursuant to Rule 13d-2 promulgated under the Act, this amendment to Schedule 13D (this “Amendment No. 5”) amends the Schedule 13D filed on January 25, 2016 (the “Original Schedule 13D”), as amended on August 24, 2017 (“Amendment No. 1”), December 18, 2017 (“Amendment No. 2”), July 17, 2018 (“Amendment No. 3”) and November 27, 2018 (“Amendment No. 4”). The Original Schedule 13D, Amendment No.1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and this Amendment No. 5 are collectively referred to herein as the “Schedule 13D”. Capitalized terms used but not defined in this Amendment No. 5 shall have the meanings given to them in the Original Schedule 13D (as amended). The Original Schedule 13D (as amended) remains in full force and effect, except as specifically amended by this Amendment No. 5. This Amendment No. 5 is being filed to report purchases of Shares beneficially owned by Robert Averick.

The first paragraph of Item 2(a) is amended by inserting “(the “Trustee Company”)” after “Cornice Fiduciary Management LLC”. In addition, the second paragraph of Item 2(a) of the Schedule 13D is hereby amended and restated to read as follows:

Voting and dispositive power with respect to the shares of Common Stock (the "Shares") held by the Trust, M3C and Piton is exercised by their investment manager, Kokino LLC, a Delaware limited liability company ("Kokino" and, together with the Reporting Persons, the "Kokino Investors"). Mr. Averick, in his capacity as an employee of Kokino, manages the Trust's, M3C's and Piton's respective investments in the Shares with assistance from other Kokino personnel. Kokino is in turn tasked with devising and implementing investment strategies to meet the goals of its Family Clients, including with respect to the Trust's, M3C's and Piton's respective investments in the Shares. As a result, Kokino and Mr. Averick may be deemed to share voting and dispositive power with respect to all Shares held by the Trust, M3C and Piton.

Item 2(b)(i) of the Schedule 13D is hereby amended and restated to read as follows:

c/o Norton Rose Fulbright US LLP

1301 Avenue of the Americas

New York, New York 10019

Attention: Jeffrey Robins

Item 2(b)(ii) of the Schedule 13D is hereby amended and restated to read as follows:

c/o Kokino LLC

201 Tresser Boulevard, 3^rd Floor

Stamford, CT 06901

Attention: Garrett Lynam

Item 2(c)(ii) of the Schedule 13D is hereby amended and restated to read as follows:

The principal business of M3C is to act as a family holding company and make various investments from time to time for the benefit of its sole owner, which is a trust formed for the benefit of a member of Jonathan D. Sackler’s family.

Item 2(c)(iii) of the Schedule 13D is hereby amended and restated to read as follows:

Robert Averick is a portfolio manager at Kokino, which is a single-family office that provides investment management services only to Jonathan D. Sackler, his family and other "family clients" (as defined in SEC Rule 202(a)(11)(G)-1, "Family Clients") of Kokino, including the Trust, M3C, Mr. Averick and Piton with respect to the Shares of the Issuer beneficially owned by such Reporting Persons. Mr. Averick, in his capacity as an employee of Kokino, manages the Trust's, M3C's and Piton's respective investments in the Shares with assistance from other Kokino personnel.

The first paragraph of Item 3 of the Schedule 13D is hereby amended and restated in its entirety to read as follows:

As of February 24, 2022, the Reporting Persons had collectively purchased an aggregate of 2,573,417 Shares over the course of various prior purchases for total consideration of approximately $20 million. Each Reporting Person funded such prior purchases out of their available cash on hand (which, in the case of Reporting Persons that are entities, may include capital contributed by their respective owners). Additionally, Mr. Averick holds the right to purchase 36,000 aggregate Shares under various director stock options that are immediately exercisable (collectively, the “Option Shares”).

In addition, the final paragraph of Item 3 of the Schedule 13D is hereby amended and restated in its entirety to read as follows:

Certain Shares reported herein as beneficially owned by the Reporting Persons may be held from time to time in margin accounts established with such Reporting Persons’ prime broker(s) or other broker dealers. Such Shares would be held by the applicable Reporting Person in one or more commingled margin account(s), which may extend margin credit to the Reporting Person from time to time subject to applicable federal margin regulations, stock exchange rules and the brokers’ credit policies. Certain positions held in the margin account would then be pledged as collateral for the repayment of debit balances in the account.

Item 4 of the Schedule 13D is hereby amended and restated as follows:

The Reporting Persons acquired the Shares because they believed the Shares were undervalued when acquired and represented an attractive investment opportunity. The Reporting Persons’ representatives (which, with respect to the Trust, M3C and Piton, includes Robert Averick, other employees of Kokino and Kokino’s advisers) have had and may continue to have discussions with the Company’s representatives (including its board of directors (the “Board”) and management) regarding topics including: (1) corporate governance (e.g., Board composition), (2) management incentive plans, (3) possible sale of operating divisions and/or the Company, (4) possible expense savings opportunities, (5) risk management practices, (6) capital structure, and (7) capital allocation. The Reporting Persons’ representatives have also spoken (and may continue to speak) with the Company regarding the Company’s strategy, governance, business and operations, and improving the performance of the Company’s stock. In addition, the Reporting Persons’ representatives have engaged in communications (and may continue to communicate) regarding the items above with other shareholders of the Company, knowledgeable industry or market observers, industry participants, and other persons.

Mr. Averick is currently a director of the Company. He also currently serves on various committees of the Board.

Each Reporting Person intends to review its investment in the Company on an ongoing basis. A Reporting Person may take a number of actions to maximize the value of its investment, including increasing or decreasing the size of its investment in the Company. The actions taken by a Reporting Person to maximize the value of its investment will depend upon numerous factors, including, among other things, the price and availability of securities of the Company; subsequent developments affecting the Company; the Company’s business and prospects; general stock market and money market and economic conditions; tax considerations; ongoing evaluation of the Company’s business, financial condition, operations, prospects and strategic alternatives; the relative attractiveness of alternative business and investment opportunities; the attitudes and actions of the Board and management of the Company; and other factors deemed relevant. In particular, each Reporting Person’s acquisition or sale of Shares will depend on Mr. Averick’s perception of overall market conditions, other investment opportunities available to the Reporting Person, the availability of Shares at prices that would make the purchase of Shares desirable, and applicable trading restrictions that apply to the Reporting Person given Mr. Averick’s role as a director of the Company. In addition, Mr. Averick may acquire or sell Shares independently of any other Reporting Person.

Notwithstanding anything to the contrary herein, each Reporting Person specifically reserves the right to exercise any and all of its rights as a shareholder of the Company in a manner consistent with its equity interests, including, without limitation, those matters described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, namely: (i) the acquisition by any person of any additional securities of the Company, or the disposition of securities of the Company; (ii) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (iii) the sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (iv) any change in the present Board or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (v) any material change in the present capitalization or dividend policy of the Company; (vi) any other material change in the Company’s business or corporate structure; (vii) changes in the Company’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (viii) causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (ix) a class of equity security of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (x) any action similar to any of those enumerated above.

The foregoing list of intentions, plans, strategies, discussions, activities and potential transactions under consideration is subject to termination, evolution, modification or change at any time, without notice, and there can be no assurance that any Reporting Person will take any of the actions set forth above.

Item 5 of the Schedule 13D is hereby amended and restated in its entirety to read as follows:

SIGNATURE

After reasonable inquiry and to the best of their knowledge and belief, the undersigned hereby certify that the information set forth in this statement is true, complete and correct.

Dated:  February 24, 2022

SCHEDULE A

Transactions Reported in Item 5(c)

*Rounded to the nearest hundredth.