SEC FORM 4

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

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^*

Klemmensen Todd

(Last)

(First)

(Middle)

14000 TECHNOLOGY DRIVE

(Street)

EDEN PRAIRIE

55344

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MTS SYSTEMS CORP [ MTSC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr. VP, Gen. Counsel and Secy

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2018

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/15/2018		F		41⁽¹⁾	D	$51.3	2,823⁽²⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$64.9							⁽³⁾	12/04/2023	Common Stock	2,673		2,673	D
Stock Option (right to buy)	$66.98							⁽³⁾	12/03/2024	Common Stock	1,072		1,072	D
Stock Option (right to buy)	$61.74							⁽⁴⁾	12/09/2025	Common Stock	2,601		2,601	D
Stock Option (right to buy)	$46.25							⁽⁵⁾	04/17/2027	Common Stock	3,167		3,167	D
Stock Option (right to buy)	$52.3							⁽⁶⁾	04/17/2018	Common Stock	3,244		3,244	D

Explanation of Responses:

1. Shares withheld for payment of tax liability.

2. Includes (i) 142 restricted stock units that vest on 12/9/18; (ii) 439 restricted stock units that vest as to 220 shares on 4/17/19 and as to 219 shares on 4/17/20; (iii) 276 restricted stock units that vest as to 138 shares on each of 8/15/19 and 8/15/20; and (iv) 692 restricted stock units that vest as to 231 shares on each of 4/17/19 and 4/17/20 and as to 230 shares on 4/17/21.

3. Fully vested.

4. Options to purchase 867 shares vest on 12/9/18.

5. Options to purchase 1,056 shares vest on 4/17/19 and options to purchase 1,055 shares vest on 4/17/20.

6. Options to purchase 1,082 shares vest on 4/17/19 and options to purchase 1,081 shares vest on each of 4/17/20 and 4/17/21.

Remarks:

	/s/ Amanda Lorentz as attorney-in-fact for Todd Klemmensen pursuant to Power of Attorney previously filed.	08/17/2018
	** 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.