Check the appropriate box to
designate the rule pursuant to which this Schedule 13G is filed:
The information required in the remainder of this cover page shall not be
deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
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(1)
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Names of
Reporting Persons
James Ralph Scapa
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(2)
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Check the Appropriate Box if a Member
of a Group
(a) ☐ (b) ☐
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(3)
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SEC Use Only
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(4)
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Citizenship or Place of
Organization
United States
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Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
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(5)
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Sole Voting Power:
20,075,420*
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(6)
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Shared Voting Power:
0
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(7)
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Sole Dispositive Power:
20,075,420*
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(8)
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Shared Dispositive Power:
0
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(9)
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Aggregate Amount Beneficially Owned by Each Reporting Person
20,075,420*
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(10)
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions):
☐
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(11)
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Percent of Class Represented by Amount
in Row (9)
43.2%*
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(12)
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Type of Reporting Person
IN
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*
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Based on the information set forth in the Quarterly Report on Form
10-Q
of Altair Engineering, Inc. (the “
Company
”) filed with the Securities and Exchange
Commission on December 1, 2017, there were 26,394,996 shares of the Company’s Class A common stock, $0.0001 par value per share (the “
Class
A Common Stock
”) outstanding as of November 27, 2017.
James Ralph Scapa (“
Mr.
Scapa
”) is the Trustee of the James R. Scapa Declaration of Trust dated March 5, 1987 (the “
Scapa Trust
”), and the Manager of JRS Investments, LLC (the “
JRS
LLC
” and, collectively with Mr. Scapa and the Scapa Trust, the “
Reporting Persons
”). As of December 31, 2017 (the “
Event Date
”), the Reporting Persons may be deemed to beneficially own an
aggregate of 20,075,420 shares of Class A Common Stock of the Company. The number of shares of Class A Common Stock reported above includes (i) 12,651,416 shares of Class B common stock, $0.0001 par value per share (the
“
Class
B Common Stock
”), of the Company held by the Scapa Trust and (ii) 7,424,004 shares of Class B Common Stock of the Company held by the JRS LLC. The rights of the holders of Class A Common Stock and
Class B Common Stock are identical, except with respect to voting and conversion rights. Each share of Class A Common Stock is entitled to one vote per share and each share of Class B Common Stock is entitled to ten votes per share.
Each share of Class B Common Stock is immediately convertible, at the option of the Reporting Persons, into one share of Class A Common Stock and shall automatically convert into Class A Common Stock upon the occurrence of certain
events. Please see the Company’s Registration Statement filed with the Securities and Exchange Commission on Form
S-1
(File
No. 333-220710)
for a description
of the conversion rights. Thus, as of the Event Date, for purposes of Rule
13d-3
under the Securities Exchange Act of 1934, as amended, the Reporting Persons may be deemed to beneficially own 43.2% of the
shares of Class A Common Stock issued and outstanding. Percentages obtained by dividing (a) the number of shares of Class B Common Stock beneficially owned by the Reporting Persons as set forth in Row 9 by (b) the sum of (i)
26,394,996 shares of Class A Common Stock outstanding as of November 27, 2017 and (ii) the 20,075,420 shares of Class B Common Stock beneficially owned by the Reporting Persons that are convertible into Class A Common Stock.
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(1)
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Names of
Reporting Persons
James R. Scapa
Declaration of Trust dated March 5, 1987
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(2)
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Check the Appropriate Box if a Member
of a Group
(a) ☐ (b) ☐
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(3)
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SEC Use Only
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(4)
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Citizenship or Place of
Organization
United States
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Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
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(5)
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Sole Voting Power:
12,651,416*
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(6)
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Shared Voting Power:
0
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(7)
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Sole Dispositive Power:
12,651,416*
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(8)
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Shared Dispositive Power:
0
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(9)
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Aggregate Amount Beneficially Owned by Each Reporting Person
12,651,416*
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(10)
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions):
☐
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(11)
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Percent of Class Represented by Amount
in Row (9)
32.4%*
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(12)
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Type of Reporting Person
OO
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*
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Based on the information set forth in the Quarterly Report on Form
10-Q
of Altair Engineering, Inc. (the “
Company
”) filed with the Securities and Exchange
Commission on December 1, 2017, there were 26,394,996 shares of the Company’s Class A common stock, $0.0001 par value per share (the “
Class
A Common Stock
”) outstanding as of November 27, 2017.
James Ralph Scapa (“
Mr.
Scapa
”) is the Trustee of the James R. Scapa Declaration of Trust dated March 5, 1987 (the “
Scapa Trust
”). As of December 31, 2017 (the “
Event
Date
”), Mr. Scapa and the Scapa Trust may be deemed to beneficially own an aggregate of 12,651,416 shares of Class A Common Stock of the Company. The number of shares of Class A Common Stock reported above includes 12,651,416
shares of Class B common stock, $0.0001 par value per share (the “
Class
B Common Stock
”), of the Company. The rights of the holders of Class A Common Stock and Class B Common Stock are identical,
except with respect to voting and conversion rights. Each share of Class A Common Stock is entitled to one vote per share and each share of Class B Common Stock is entitled to ten votes per share. Each share of Class B Common Stock is
immediately convertible, at the option of the Reporting Persons, into one share of Class A Common Stock and shall automatically convert into Class A Common Stock upon the occurrence of certain events. Please see the Company’s
Registration Statement filed with the Securities and Exchange Commission on Form
S-1
(File
No. 333-220710)
for a description of the conversion rights. Thus, as of
the Event Date, for purposes of Rule
13d-3
under the Securities Exchange Act of 1934, as amended, Mr. Scapa and the Scapa Trust may be deemed to beneficially own 32.4% of the shares of Class A Common
Stock issued and outstanding. Percentages obtained by dividing (a) the number of shares of Class B Common Stock beneficially owned by Mr. Scapa and the Scapa Trust as set forth in Row 9 by (b) the sum of (i) 26,394,996
shares of Class A Common Stock outstanding as of November 27, 2017 and (ii) the 12,651,416 shares of Class B Common Stock beneficially owned by Mr. Scapa and the Scapa Trust that are convertible into Class A Common
Stock.
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(1)
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Names of
Reporting Persons
JRS Investments,
LLC
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(2)
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Check the Appropriate Box if a Member
of a Group
(a) ☐ (b) ☐
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(3)
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SEC Use Only
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(4)
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Citizenship or Place of
Organization
United States
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Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
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(5)
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Sole Voting Power:
7,424,004*
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(6)
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Shared Voting Power:
0
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(7)
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Sole Dispositive Power:
7,424,004*
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(8)
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Shared Dispositive Power:
0
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(9)
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Aggregate Amount Beneficially Owned by Each Reporting Person
7,424,004*
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(10)
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions):
☐
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(11)
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Percent of Class Represented by Amount
in Row (9)
22.0%*
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(12)
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Type of Reporting Person
OO
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*
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Based on the information set forth in the Quarterly Report on Form
10-Q
of Altair Engineering, Inc. (the “
Company
”) filed with the Securities and Exchange
Commission on December 1, 2017, there were 26,394,996 shares of the Company’s Class A common stock, $0.0001 par value per share (the “
Class
A Common Stock
”) outstanding as of November 27, 2017.
James Ralph Scapa (“
Mr.
Scapa
”) is the Manager of JRS Investments, LLC (the “
JRS LLC
”). As of December 31, 2017 (the “
Event Date
”), Mr. Scapa and the JRS LLC may be
deemed to beneficially own an aggregate of 7,424,004 shares of Class A Common Stock of the Company. The number of shares of Class A Common Stock reported above includes 7,424,004 shares of Class B common stock, $0.0001 par value per
share (the “
Class
B Common Stock
”), of the Company. The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to voting and conversion rights. Each
share of Class A Common Stock is entitled to one vote per share and each share of Class B Common Stock is entitled to ten votes per share. Each share of Class B Common Stock is immediately convertible, at the option of the Reporting
Persons, into one share of Class A Common Stock and shall automatically convert into Class A Common Stock upon the occurrence of certain events. Please see the Company’s Registration Statement filed with the Securities and Exchange
Commission on Form
S-1
(File
No. 333-220710)
for a description of the conversion rights. Thus, as of the Event Date, for purposes of Rule
13d-3
under the Securities Exchange Act of 1934, as amended, Mr. Scapa and the JRS LLC may be deemed to beneficially own 22.0% of the shares of Class A Common Stock issued and outstanding. Percentages
obtained by dividing (a) the number of shares of Class B Common Stock beneficially owned by Mr. Scapa and the JRS LLC as set forth in Row 9 by (b) the sum of (i) 26,394,996 shares of Class A Common Stock outstanding as
of November 27, 2017 and (ii) the 7,424,004 shares of Class B Common Stock beneficially owned by Mr. Scapa and the JRS LLC that are convertible into Class A Common Stock.
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Item 1(a).
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Name Of Issuer:
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Altair Engineering Inc. (the “
Company
”)
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
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1820 E. Big Beaver Road
Troy, MI 48083
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Item 2(a).
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Name of Person Filing:
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This report on Schedule 13G (this
“
Schedule 13G
”), is being jointly filed by (i) James R. Scapa Declaration of Trust dated March 5, 1987 (the “
Scapa Trust
”), (ii) JRS Investments, LLC (the “
JRS LLC
”), and (iii) James
Ralph Scapa, as the Trustee of the Scapa Trust and the Manager of the JRS LLC (“
Mr.
Scapa
” and, collectively with the Scapa Trust and the JRS LLC, the “
Reporting Persons
”).
The 12,651,416 shares of Class B Common Stock held in the aggregate by the Scapa Trust, which upon conversion would
constitute approximately 32.4% of the shares of Class A Common Stock deemed be outstanding as of November 27, 2017, may be deemed to be beneficially owned indirectly by Mr. Scapa.
The 7,424,004 shares of Class B Common Stock held in the aggregate by the JRS LLC, which upon conversion would constitute
approximately 22.0% of the shares of Class A Common Stock deemed be outstanding as of November 27, 2017, may be deemed to be beneficially owned indirectly by Mr. Scapa.
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Item 2(b).
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Address of Principal Business Office or, if None, Residence:
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The address for the
Reporting Persons is:
c/o Altair Engineering Inc.
1820 E. Big Beaver Road
Troy, MI
48083
Mr. Scapa is a citizen of the United States. The Scapa Trust is
governed by the laws of Michigan. The JRS LLC is organized under the laws of Michigan.
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Item 2(d).
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Title of Class of Securities:
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Class A common stock, $0.0001 par value per share
(the “
Common Stock
”)
021369103
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Item 3.
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If This Statement Is Filed Pursuant to
Section 240.13d-1(b)
or
240.13d-2(b)
or (c), check whether the Person Filing is a:
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Not Applicable.
As reported in the cover pages to this report, the ownership information
with respect to the ownership of the Class A Common Stock of the Company by Mr. Scapa as Trustee of the Scapa Trust and Manager of the JRS LLC is provided as of December 31, 2017:
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(a) Amount Beneficially Owned:
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20,075,420
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*
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(b) Percent of Class:
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43.2
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%*
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(c) Number of Shares as to which the person has:
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(i) Sole power to vote or to direct the vote:
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20,075,420
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*
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(ii) Shared power to vote or to direct the vote
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0
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(iii) Sole power to dispose or to direct the disposition of:
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20,075,420
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*
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(iv) Shared power to dispose or to direct the disposition of
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0
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As reported in the cover pages to this report, the ownership information with respect to the ownership of the
Class A Common Stock of the Company by the Scapa Trust is provided as of December 31, 2017:
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(a) Amount Beneficially Owned:
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12,651,416
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*
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(b) Percent of Class:
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32.4
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%*
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(c) Number of Shares as to which the person has:
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(i) Sole power to vote or to direct the vote:
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12,651,416
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*
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(ii) Shared power to vote or to direct the vote
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0
|
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(iii) Sole power to dispose or to direct the disposition of:
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12,651,416
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*
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(iv) Shared power to dispose or to direct the disposition of
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0
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As reported in the cover pages to this report, the ownership information with respect to the ownership of the
Class A Common Stock of the Company by the JRS LLC is provided as of December 31, 2017:
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(a) Amount Beneficially Owned:
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7,424,004
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*
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(b) Percent of Class:
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22.0
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%*
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(c) Number of Shares as to which the person has:
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|
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(i) Sole power to vote or to direct the vote:
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7,424,004
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*
|
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(ii) Shared power to vote or to direct the vote
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0
|
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|
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(iii) Sole power to dispose or to direct the disposition of:
|
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7,424,004
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*
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(iv) Shared power to dispose or to direct the disposition of
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0
|
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*
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This report on Schedule 13G, is being jointly filed by (i) the Scapa Trust, (ii) the JRS LLC, and (iii) Mr. Scapa, as the Trustee of the Scapa Trust and the Manager of the JRS LLC.
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The 12,651,416 shares of Class B Common Stock held in the aggregate by the Scapa Trust, which upon conversion would constitute approximately 32.4% of the
shares of Class A Common Stock deemed be outstanding as of November 27, 2017, may be deemed to be beneficially owned indirectly by Mr. Scapa.
The 7,424,004 shares of Class B Common Stock held in the aggregate by the JRS LLC, which upon conversion would constitute approximately 22.0% of the
shares of Class A Common Stock deemed be outstanding as of November 27, 2017, may be deemed to be beneficially owned indirectly by Mr. Scapa.
The foregoing beneficial ownership percentage is based upon (i) 26,394,996 shares of Class A Common Stock of the Company outstanding as of
November 27, 2017, based on the information set forth in the Quarterly Report on Form
10-Q
of the Company, filed with the Securities and Exchange Commission on December 1, 2017.
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Item 5.
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Ownership of Five Percent or Less of a Class
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Not Applicable.
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Item 6.
|
Ownership of More Than Five Percent on Behalf of Another Person
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Not Applicable.
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Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
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Not Applicable.
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Item 8.
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Identification and Classification of Members of the Group
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Not Applicable.
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Item 9.
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Notice of Dissolution of Group
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Not Applicable.
Not Applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: February 14, 2018
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JAMES RALPH SCAPA
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/s/ Raoul Maitra
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Name: Raoul Maitra
Title:
Attorney-in-fact
for
James
Ralph Scapa
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JAMES R. SCAPA DECLARATION OF TRUST DATED MARCH 5, 1987
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/s/ Raoul Maitra
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Name: Raoul Maitra
Title:
Attorney-in-fact
for James R. Scapa
Declaration of Trust dated March 5, 1987
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JRS INVESTMENTS, LLC
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/s/ Raoul Maitra
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Name: Raoul Maitra
Title:
Attorney-in-fact
for JRS Investments, LLC
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The original statement shall be signed by each person on whose behalf the statement is filed or his authorized
representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such
person shall be filed with the statement:
Provided, however
, That a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the
statement shall be typed or printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001).
Exhibit Index
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Exhibit No.
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Exhibit
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99.1
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Joint Filing Agreement dated as of February 14, 2018 by and between James Ralph Scapa, James R. Scapa Declaration of Trust dated March 5, 1987 and JRS Investments, LLC
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99.2
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Power of Attorney for James Ralph Scapa
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99.3
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Power of Attorney for James R. Scapa Declaration of Trust dated March 5, 1987
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99.4
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Power of Attorney for JRS Investments, LLC
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