FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

GRIFFIN JAMES MICHAEL
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)
Vice President Sales
(Last)          (First)          (Middle)

35 AUDUBON ROAD
3. Date of Earliest Transaction (MM/DD/YYYY)

1/30/2015
(Street)

FRAMINGHAM, MA 01701
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   1/30/2015     M    5500   A   (1) 16000   D    
Common Stock   1/30/2015     F    2079   D $2.66   13921   D    
Common Stock   1/30/2015     D    13921   D   (2) 0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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   1/30/2015     D         2000      (3) 4/28/2021   Common Stock   2000   $0.00   0   D    
RSU   $0.00   1/30/2015     D         3500      (3) 9/3/2021   Common Stock   3500   $0.00   0   D    
Options (right to buy)   $5.01   1/30/2015     D         8000      (4) 10/31/2015   Common Stock   8000     (4) 0   D    
Options (right to buy)   $4.06   1/30/2015     D         8000      (5) 5/15/2016   Common Stock   8000     (5) 0   D    
Options (right to buy)   $4.06   1/30/2015     D         4800      (6) 5/18/2016   Common Stock   4800     (6) 0   D    
Options (right to buy)   $4.06   1/30/2015     D         6400      (7) 5/18/2016   Common Stock   6400     (7) 0   D    
Options (Right to buy)   $4.06   1/30/2015     D         6400      (7) 5/18/2016   Common Stock   6400     (7) 0   D    
Options (right to buy)   $5.79   1/30/2015     D         7000      (8) 10/26/2016   Common Stock   7000     (8) 0   D    
Options (right to buy)   $5.38   1/30/2015     D         6000      (9) 5/21/2017   Common Stock   6000     (9) 0   D    
Options (right to buy)   $6.99   1/30/2015     D         5000      (10) 11/1/2017   Common Stock   5000     (10) 0   D    
Options (right to buy)   $9.04   1/30/2015     D         3000      (11) 5/20/2018   Common Stock   3000     (11) 0   D    
Options (right to buy)   $3.56   1/30/2015     D         3200      (12) 11/3/2018   Common Stock   3200     (12) 0   D    
Options (right to buy)   $3.03   1/30/2015     D         3600      (13) 6/4/2019   Common Stock   3600     (13) 0   D    
Options (right to buy)   $2.00   1/30/2015     D         4400      (14) 11/5/2019   Common Stock   4400     (14) 0   D    
Options (right to buy)   $2.35   1/30/2015     D         2400      (15) 6/3/2020   Common Stock   2400     (15) 0   D    
Options (right to buy)   $3.27   1/30/2015     D         3500      (16) 11/4/2020   Common Stock   3500     (16) 0   D    
Options (right to buy)   $2.59   1/30/2015     D         6000      (17) 12/8/2021   Common Stock   6000     (17) 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 2,632 shares of Amtech common stock for $15.23 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 2,632 shares of Amtech common stock for $12.34 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 1,579 shares of Amtech common stock for $12.34 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 2,106 shares of Amtech common stock for $12.34 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 2,303 shares of Amtech common stock for $17.60 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 1,974 shares of Amtech common stock for $16.35 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 1,645 shares of Amtech common stock for $21.24 per share.
( 11)  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.
( 12)  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.
( 13)  This option which vests in equal installments on June 4, 2013, and June 4, 2014, was assumed by Amtech Systems, Inc., in the merger and converted into an option to purchase 1,184 shares of Amtech common stock for $9.21 per share.
( 14)  This option which vests in equal installments on November 5, 2013, and November 5, 2014, was assumed by Amtech Systems, Inc., in the merger and converted into an option to purchase 1,448 shares of Amtech common stock for $6.08 per share.
( 15)  This option which vests in equal installments on June 3, 2014 and June 3, 2015, was assumed by Amtech Systems, Inc., in the merger and converted into an option to purchase 789 shares of Amtech common stock for $7.14 per share.
( 16)  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 1,151 shares of Amtech common stock for $9.94 per share.
( 17)  This option which vests in equal installments on December 8, 2015, and December 8, 2016 and December 8, 2017, was assumed by Amtech Systems, Inc., in the merger and converted into an option to purchase 1,974 shares of Amtech common stock for $7.87 per share.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
GRIFFIN JAMES MICHAEL
35 AUDUBON ROAD
FRAMINGHAM, MA 01701


Vice President Sales

Signatures
/S/ Peter J. Tallian attorney in fact 2/2/2015
** 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.
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