Statement of Changes in Beneficial Ownership (4)
December 11 2018 - 4:22PM
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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
*
GRAVES JEFFREY A
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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)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
President and CEO
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(Last)
(First)
(Middle)
14000 TECHNOLOGY DRIVE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/9/2018
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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
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12/9/2018
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A
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8906
(1)
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A
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$0
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72136.6843
(2)
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D
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Common Stock
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12/9/2018
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F
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2726
(3)
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D
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$47.59
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69410.6843
(2)
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D
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Common Stock
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12/11/2018
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P
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2000
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A
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$46.80
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71410.6843
(2)
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D
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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)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (right to buy)
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$64.90
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(4)
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12/4/2020
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Common Stock
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68241
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68241
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D
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Stock Option (right to buy)
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$66.98
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(4)
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12/3/2021
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Common Stock
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32854
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32854
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D
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Stock Option (right to buy)
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$61.74
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(4)
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12/9/2022
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Common Stock
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61455
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61455
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D
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Stock Option (right to buy)
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$46.25
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(5)
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4/17/2024
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Common Stock
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38941
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38941
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D
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Stock Option (right to buy)
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$52.30
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(6)
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4/17/2025
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Common Stock
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38934
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38934
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D
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Stock Option (right to buy)
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$48.80
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(7)
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12/5/2025
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Common Stock
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36886
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36886
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D
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Explanation of Responses:
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(1)
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Shares acquired upon vesting of performance restricted stock units ("PRSUs"). Each PRSU represents 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 is contingent upon the achievement of pre-established performance metrics, as approved by MTS's Compensation and Leadership and Development Committee, over a three-year performance period beginning on December 9, 2015 and ending on the three year anniversary of the date of grant.
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(2)
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Includes (i) 5,405 restricted stock units that vest as to 2,703 shares on 4/17/19 and as to 2,702 shares on 4/17/20; (ii) 8,308 restricted stock units that vest as to 2,770 shares on 4/17/19 and as to 2,769 shares on each of 4/17/20 and 4/17/21; and (iii) 9,539 restricted stock units that vest as to 3,180 shares on each of 12/5/19 and 12/5/20 and as to 3,179 shares on 12/5/21.
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(3)
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Shares withheld for payment of tax liability.
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(4)
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Fully exercisable.
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(5)
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Options to purchase 12,981 shares vest on 4/17/18 and options to purchase 12,980 shares vest on each of 4/17/19 and 4/17/20.
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(6)
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Options to purchase 12,978 shares vest on each of 4/17/19, 4/17/20 and 4/17/21.
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(7)
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Options to purchase 12,296 shares vest on 12/5/19 and options to purchase 12,295 shares vest on each of 12/5/20 and 12/5/21.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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GRAVES JEFFREY A
14000 TECHNOLOGY DRIVE
EDEN PRAIRIE, MN 55344
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X
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President and CEO
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Signatures
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/s/ Amanda Lorentz as attorney-in-fact for Jeffrey A. Graves pursuant to Power of Attorney previously filed.
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12/11/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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