Statement of Changes in Beneficial Ownership (4)
April 08 2021 - 4:20PM
Edgar (US Regulatory)
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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3235-0287
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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)
4/7/2021 |
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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 | 4/7/2021 | | D | | 8507 (1) | D | $58.5 | 8017.0917 | D | |
| Common Stock | 4/7/2021 | | D | | 8017.0917 (2) | D | $58.5 | 0 | 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) | $46.25 | 4/7/2021 | | D | | | 4673 | (3) | 4/17/2024 | Common Stock | 4673 | (3) | 0 | D | |
| Stock Option (right to buy) | $52.65 | 4/7/2021 | | D | | | 4367 | (3) | 5/15/2024 | Common Stock | 4367 | (3) | 0 | D | |
| Stock Option (right to buy) | $52.30 | 4/7/2021 | | D | | | 5600 | (3) | 4/17/2025 | Common Stock | 5600 | (3) | 0 | D | |
| Stock Option (right to buy) | $48.80 | 4/7/2021 | | D | | | 9707 | (3) | 12/5/2025 | Common Stock | 9707 | (3) | 0 | D | |
| Stock Option (right to buy) | $46.545 | 4/7/2021 | | D | | | 13562 | (3) | 12/4/2026 | Common Stock | 13562 | (3) | 0 | D | |
| Explanation of Responses: |
| (1) | Pursuant to the Agreement and Plan of Merger among Amphenol Corporation, Moon Merger Sub Corporation and the Company (the "Merger Agreement"), each unvested restricted stock unit became fully vested immediately prior to the effective time of the merger. Restricted stock units were then cancelled as of the effective time of the merger in exchange for the right to receive a cash payment equal to $58.50 multiplied by the number of shares subject to such restricted stock unit award, less any required withholding of taxes. |
| (2) | Cancelled pursuant to the Merger Agreement in exchange for the right to receive a cash payment equal to $58.50 multiplied by the number of shares, less any required withholding of taxes. |
| (3) | Pursuant to the Merger Agreement, each unvested stock option became fully vested and exercisable immediately prior to the effective time of the merger. Each stock option that was outstanding and unexercised as of the effective time of the merger and had an exercise price per share that was less than $58.50 was then cancelled and converted into the right to receive a cash payment equal to $58.50 minus the exercise price, multiplied by the number of shares issuable upon exercise of such stock option, less any required withholding of taxes. |
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. | | 4/8/2021 |
| **Signature of Reporting Person | Date |
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