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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
MTS SYSTEMS CORP [ MTSC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/04/2019 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 12/04/2019 | A | 11,505 | A | $0 | 84,662.4273(1) | D | |||
Common Stock | 12/15/2019 | A | 9,099(2) | A | $0 | 93,761.4273(1) | D | |||
Common Stock | 12/15/2019 | F | 4,150(3) | D | $46.69 | 89,611.4273(1) | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Stock Option (right to buy) | $64.9 | (4) | 12/04/2020 | Common Stock | 68,241 | 68,241 | D | ||||||||
Stock Option (right to buy) | $66.98 | (4) | 12/03/2021 | Common Stock | 32,854 | 32,854 | D | ||||||||
Stock Option (right to buy) | $61.74 | (4) | 12/09/2022 | Common Stock | 61,455 | 61,455 | D | ||||||||
Stock Option (right to buy) | $46.25 | (5) | 04/17/2024 | Common Stock | 38,941 | 38,941 | D | ||||||||
Stock Option (right to buy) | $52.3 | (6) | 04/17/2025 | Common Stock | 38,934 | 38,934 | D | ||||||||
Stock Option (right to buy) | $48.8 | (7) | 12/05/2025 | Common Stock | 36,886 | 36,886 | D | ||||||||
Stock Option (right to buy) | $46.545 | 12/04/2019 | A | 48,418 | (8) | 12/04/2026 | Common Stock | 48,418 | $0 | 48,418 | D |
Explanation of Responses: |
1. Includes (i) 2,702 restricted stock units that vest on 4/17/20; (ii) 5,538 restricted stock units that vest as to 2,769 shares on each of 4/17/20 and 4/17/21; (iii) 6,359 restricted stock units that vest as to 3,180 shares on 12/5/20 and as to 3,179 shares on 12/5/21; and (iv) 11,505 restricted stock units that vest as to 3,835 shares on each of 12/4/20, 12/4/21 and 12/4/22. |
2. Shares acquired upon vesting of performance restricted stock units ("PRSUs"). Each PRSU represented the right to receive, following vesting, one share of MTS common stock. The resulting number of shares of MTS common stock acquired upon vesting of the PRSUs was contingent upon the achievement of pre-established performance metrics, as approved by MTS's Compensation and Leadership Development Committee, over a three-year performance period ending with fiscal year 2019. |
3. Represents shares withheld for payment of tax liability. |
4. Fully exercisable. |
5. Options to purchase 12,980 shares vest on 4/17/20. |
6. Options to purchase 12,978 shares vest on each of 4/17/20 and 4/17/21. |
7. Options to purchase 12,295 shares vest on each of 12/5/20 and 12/5/21. |
8. Options to purchase 16,140 shares vest on 12/4/20 and options to purchase 16,139 shares vest on each of 12/4/21 and 12/4/22. |
Remarks: |
/s/ Amanda Lorentz as attorney-in-fact for Jeffrey A. Graves pursuant to Power of Attorney previously filed. | 12/17/2019 | |
** 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. |