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
X
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*
WANSEM PAUL J VAN DER

(Last) (First) (Middle)
597 LOWELL ROAD

(Street)
CONCORD MA 01742

(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)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chairman, President and CEO
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 2,500 A (1) 1,024,900 D
Common Stock 01/30/2015 D 1,024,900 D (2) 0 D
Common Stock 01/30/2015 D 365,000 D (2) 0 I By Family LTP(3)
Common Stock 01/30/2015 D 115,000 D (2) 0 I By wife(4)
Common Stock 01/30/2015 D 90,344 D (2) 0 I By Family Trust(5)
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 2,500 (6) 04/28/2021 Common Stock 2,500 $0.00 0 D
Options (right to buy) $10.05 01/30/2015 D 66,000 (7) 05/16/2015 Common Stock 66,000 (7) 0 D
Options (right to buy) $5.01 01/30/2015 D 33,000 (8) 10/31/2015 Common Stock 33,000 (8) 0 D
Options (right to buy) $3 01/30/2015 D 33,000 (9) 05/15/2016 Common Stock 33,000 (9) 0 D
Options (right to buy) $5.79 01/30/2015 D 50,000 (10) 10/26/2016 Common Stock 50,000 (10) 0 D
Options (right to buy) $5.38 01/30/2015 D 35,000 (11) 05/21/2017 Common Stock 35,000 (11) 0 D
Options (right to buy) $6.99 01/30/2015 D 35,000 (12) 11/01/2017 Common Stock 35,000 (12) 0 D
Options (right to buy) $9.04 01/30/2015 D 21,000 (13) 05/20/2018 Common Stock 21,000 (13) 0 D
Options (right to buy) $3.56 01/30/2015 D 21,000 (14) 11/03/2018 Common Stock 21,000 (14) 0 D
Options (right to buy) $3.03 01/30/2015 D 25,000 (15) 06/04/2019 Common Stock 25,000 (15) 0 D
Options (right to buy) $2 01/30/2015 D 25,000 (16) 11/05/2019 Common Stock 25,000 (16) 0 D
Options (right to buy) $2.35 01/30/2015 D 12,500 (17) 06/03/2020 Common Stock 12,500 (17) 0 D
Options (right to buy) $3.27 01/30/2015 D 18,000 (18) 11/04/2020 Common Stock 18,000 (18) 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. Mr. van der Wansem disclaims beneficial ownership of the shares held by the Partnership except to the extent of his pecuniary interest
4. Mr. van der Wansem disclaims beneficial ownership in shares held by his wife.
5. Mr. van der Wansem disclaims any beneficial ownership in shares held by the 1981 Van der Wansem Family Trust
6. The restricted stock units were accelerated as a result of the merger.
7. This option which is fully vested, was assumed by Amtech Systems, Inc., in the merger and converted into an option to purchase 21,720 shares of Amtech common stock for $30.54 per share.
8. This option which is fully vested, was assumed by Amtech Systems, Inc., in the merger and converted into an option to purchase 10,860 shares of Amtech common stock for $15.23 per share.
9. This option which is fully vested, was assumed by Amtech Systems, Inc., in the merger and converted into an option to purchase 10,860 shares of Amtech common stock for $12.34 per share.
10. This option which is fully vested, was assumed by Amtech Systems, Inc., in the merger and converted into an option to purchase 16,455 shares of Amtech common stock for $17.60 per share.
11. This option which is fully vested, was assumed by Amtech Systems, Inc., in the merger and converted into an option to purchase 11,518 shares of Amtech common stock for $16.35 per share
12. This option which is fully vested, was assumed by Amtech Systems, Inc., in the merger and converted into an option to purchase 11,518 shares of Amtech common stock for $21.24 per share.
13. This option which is fully vested, was assumed by Amtech Systems, Inc., in the merger and converted into an option to purchase 6,911 shares of Amtech common stock for $27.47 per share
14. This option which is fully vested, was assumed by Amtech Systems, Inc., in the merger and converted into an option to purchase 6,911 shares of Amtech common stock for $10.82 per share.
15. This option which is fully vested, was assumed by Amtech Systems, Inc., in the merger and converted into an option to purchase 8,227 shares of Amtech common stock for $9.21 per share.
16. This option which is fully vested, was assumed by Amtech Systems, Inc., in the merger and converted into an option to purchase 8227 shares of Amtech common stock for $6.08 per share.
17. This option which is fully vested, was assumed by Amtech Systems, Inc., in the merger and converted into an option to purchase 4,113 shares of Amtech common stock for $7.14 per share.
18. This option which is fully vested, was assumed by Amtech Systems, Inc., in the merger and converted into an option to purchase 5,923 shares of Amtech common stock for $9.94 per share.
Remarks:
/S/ Peter J. Tallian attorney in fact 02/02/2015
** 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.