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
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 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*
TALLIAN PETER J
(Last) (First) (Middle)
23 ESQUIRE ROAD
(Street)
N BILLERICA MA 01862
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BTU INTERNATIONAL INC [ BTUI ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Operating Officer
3. Date of Earliest Transaction (Month/Day/Year)
01/30/2015
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 01/30/2015 M 4,250 A (1) 12,707 D
Common Stock 01/30/2015 F 2,032 D $2.66 10,675 D
Common Stock 01/30/2015 D 10,675 D (2) 0 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
RSU $0.00 01/30/2015 D 1,750 (3) 06/03/2020 Common Stock 1,750 $0.00 0 D
RSU $0.00 01/30/2015 D 2,500 (3) 04/28/2021 Common Stock 2,500 $0.00 0 D
Options (right to buy) $3.24 01/30/2015 D 10,000 (4) 04/06/2016 Common Stock 10,000 (4) 0 D
Options (right to buy) $5.79 01/30/2015 D 7,500 (5) 10/26/2016 Common Stock 7,500 (5) 0 D
Options (right to buy) $5.38 01/30/2015 D 6,000 (6) 05/21/2017 Common Stock 6,000 (6) 0 D
Options (right to buy) $6.99 01/30/2015 D 5,000 (7) 11/01/2017 Common Stock 5,000 (7) 0 D
Options (right to buy) $9.04 01/30/2015 D 3,000 (8) 05/20/2018 Common Stock 3,000 (8) 0 D
Options (right to buy) $3.56 01/30/2015 D 3,200 (9) 11/03/2018 Common Stock 3,200 (9) 0 D
Options (right to buy) $3.27 01/30/2015 D 12,500 (10) 11/04/2020 Common Stock 12,500 (10) 0 D
Explanation of Responses:
1. The restricted stock units convert into common stock on a one-to-one basis.
2. Disposed of pursuant to merger agreement between issuer and Amtech Systems, Inc., in exchange on a per share basis for .3291 shares of Amtech common stock having a market value of $8.20 per share on the effective date of the merger.
3. The restricted stock units were accelerated as a result of the merger.
4. This option which is fully vested, was assumed by Amtech Systems, Inc., in the merger and converted into an option to purchase 3,291 shares of Amtech common stock for $9.85 per share.
5. This option which is fully vested, was assumed by Amtech Systems, Inc., in the merger and converted into an option to purchase 2,468 shares of Amtech common stock for $17.60 per share.
6. This option which is fully vested, was assumed by Amtech Systems, Inc., in the merger and converted into an option to purchase 1974 shares of Amtech common stock for $16.35 per share.
7. This option which is fully vested, was assumed by Amtech Systems, Inc., in the merger and converted into an option to purchase 1,645 shares of Amtech common stock for $21.24 per share.
8. This option which vests in equal installments on May 20, 2012, May 20, 2013, May 20, 2014 and May 20, 2015, was assumed by Amtech Systems, Inc., in the merger and converted into an option to purchase 987 shares of Amtech common stock for $27.47 per share.
9. This option which vests in equal installments on November 3, 2012, November 3, 2013, November 3, 2014 and November 3, 2015, was assumed by Amtech Systems, Inc., in the merger and converted into an option to purchase 1,053 shares of Amtech common stock for $10.82 per share.
10. This option which vests in equal installments on November 4, 2014, and November 4, 2015, was assumed by Amtech Systems, Inc., in the merger and converted into an option to purchase 4,113 shares of Amtech common stock for $9.94 per share.
Remarks:
/S/ Peter Tallian 02/02/2015
** Signature of Reporting Person Date
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