SEC Form 4 · accession 0001209191-15-008384
BTU INTERNATIONAL INC · BTUI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Paul J Van Der Wansem
Officer — Chairman, President and CEO · Director · 10% Owner
Period of report
Jan 30, 2015
Accepted (ET)
Feb 2, 2015 · 5:57 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000840883
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jan 30, 2015 | M | 2,500 | — | A | 1,024,900 | D | |
| Common StockF2 | Jan 30, 2015 | D | 1,024,900 | — | D | 0 | D | |
| Common StockF2,F3 | Jan 30, 2015 | D | 365,000 | — | D | 0 | I | By Family LTP |
| Common StockF2,F4 | Jan 30, 2015 | D | 115,000 | — | D | 0 | I | By wife |
| Common StockF2,F5 | Jan 30, 2015 | D | 90,344 | — | D | 0 | I | By Family Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| RSUF6 | $0.00 | Jan 30, 2015 | D | 2,500 | D | — | Apr 28, 2021 | Common Stock | 2,500 | 0 | D |
| Options (right to buy)F7 | $10.05 | Jan 30, 2015 | D | 66,000 | D | — | May 16, 2015 | Common Stock | 66,000 | 0 | D |
| Options (right to buy)F8 | $5.01 | Jan 30, 2015 | D | 33,000 | D | — | Oct 31, 2015 | Common Stock | 33,000 | 0 | D |
| Options (right to buy)F9 | $3.00 | Jan 30, 2015 | D | 33,000 | D | — | May 15, 2016 | Common Stock | 33,000 | 0 | D |
| Options (right to buy)F10 | $5.79 | Jan 30, 2015 | D | 50,000 | D | — | Oct 26, 2016 | Common Stock | 50,000 | 0 | D |
| Options (right to buy)F11 | $5.38 | Jan 30, 2015 | D | 35,000 | D | — | May 21, 2017 | Common Stock | 35,000 | 0 | D |
| Options (right to buy)F12 | $6.99 | Jan 30, 2015 | D | 35,000 | D | — | Nov 1, 2017 | Common Stock | 35,000 | 0 | D |
| Options (right to buy)F13 | $9.04 | Jan 30, 2015 | D | 21,000 | D | — | May 20, 2018 | Common Stock | 21,000 | 0 | D |
| Options (right to buy)F14 | $3.56 | Jan 30, 2015 | D | 21,000 | D | — | Nov 3, 2018 | Common Stock | 21,000 | 0 | D |
| Options (right to buy)F15 | $3.03 | Jan 30, 2015 | D | 25,000 | D | — | Jun 4, 2019 | Common Stock | 25,000 | 0 | D |
| Options (right to buy)F16 | $2.00 | Jan 30, 2015 | D | 25,000 | D | — | Nov 5, 2019 | Common Stock | 25,000 | 0 | D |
| Options (right to buy)F17 | $2.35 | Jan 30, 2015 | D | 12,500 | D | — | Jun 3, 2020 | Common Stock | 12,500 | 0 | D |
| Options (right to buy)F18 | $3.27 | Jan 30, 2015 | D | 18,000 | D | — | Nov 4, 2020 | Common Stock | 18,000 | 0 | D |
Explanation of responses
- F1The restricted stock units convert into common stock on a one-to-one basis.
- F10This 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.
- F11This 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
- F12This 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.
- F13This 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
- F14This 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.
- F15This 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.
- F16This 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.
- F17This 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.
- F18This 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.
- F2Disposed 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.
- F3Mr. van der Wansem disclaims beneficial ownership of the shares held by the Partnership except to the extent of his pecuniary interest
- F4Mr. van der Wansem disclaims beneficial ownership in shares held by his wife.
- F5Mr. van der Wansem disclaims any beneficial ownership in shares held by the 1981 Van der Wansem Family Trust
- F6The restricted stock units were accelerated as a result of the merger.
- F7This 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.
- F8This 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.
- F9This 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.