Statement of Changes in Beneficial Ownership (4)
December 17 2020 - 4:50PM
Edgar (US Regulatory)
FORM 4
[ ]
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
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1. Name and Address of Reporting Person
*
Ross Brian T |
2. Issuer Name and Ticker or Trading Symbol
MTS SYSTEMS CORP
[
MTSC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP & CFO |
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(Last)
(First)
(Middle)
14000 TECHNOLOGY DRIVE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/15/2020 |
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(Street)
EDEN PRAIRIE, MN 55344
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 12/15/2020 | | A | | 1837 (1) | A | $0 | 12056.0917 (2)(3) | D | |
| Common Stock | 12/15/2020 | | F | | 657 (4) | D | $58.39 | 11399.0917 (3) | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 |
| Stock Option (right to buy) | $71.52 | | | | | | | (5) | 1/15/2022 | Common Stock | 1898 | | 1898 | D | |
| Stock Option (right to buy) | $61.74 | | | | | | | (5) | 12/9/2022 | Common Stock | 4425 | | 4425 | D | |
| Stock Option (right to buy) | $46.25 | | | | | | | (5) | 4/17/2024 | Common Stock | 4673 | | 4673 | D | |
| Stock Option (right to buy) | $52.65 | | | | | | | (5) | 5/15/2024 | Common Stock | 4367 | | 4367 | D | |
| Stock Option (right to buy) | $52.30 | | | | | | | (6) | 4/17/2025 | Common Stock | 5600 | | 5600 | D | |
| Stock Option (right to buy) | $48.80 | | | | | | | (7) | 12/5/2025 | Common Stock | 9707 | | 9707 | D | |
| Stock Option (right to buy) | $46.545 | | | | | | | (8) | 12/4/2026 | Common Stock | 13562 | | 13562 | D | |
| Explanation of Responses: |
| (1) | 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 2020. |
| (2) | Includes 425.4026 shares purchased on 6/30/20 pursuant to the MTS Employee Stock Purchase Plan. |
| (3) | Includes (i) 398 restricted stock units that vest on 4/17/21; (ii) 836 restricted stock units that vest on 12/5/21; and (iii) 2,148 restricted stock units that vest as to 1,074 shares on each of 12/4/21 and 12/4/22. |
| (4) | Represents shares withheld for payment of tax liability. |
| (5) | Fully exercisable. |
| (6) | Options to purchase 1,866 shares vest on 4/17/21. |
| (7) | Options to purchase 3,235 shares vest on 12/5/21. |
| (8) | Options to purchase 4,521 shares vest on 12/4/21 and options to purchase 4,520 shares vest on 12/4/22. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Ross Brian T
14000 TECHNOLOGY DRIVE
EDEN PRAIRIE, MN 55344 |
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| EVP & CFO |
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Signatures
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| /s/ Amanda Lorentz as attorney-in-fact for Brian T. Ross pursuant to Power of Attorney previously filed. | | 12/17/2020 |
| **Signature of Reporting Person | Date |
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