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
                      

1. Name and Address of Reporting Person *

Ross Brian T
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)
EVP & CFO
(Last)          (First)          (Middle)

14000 TECHNOLOGY DRIVE
3. Date of Earliest Transaction (MM/DD/YYYY)

7/15/2019
(Street)

EDEN PRAIRIE, MN 55344
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Common Stock   7/15/2019     F    45   (1) D $56.07   7032.8969   (2) (3) D  
 

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
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                      (4) 1/15/2022   Common Stock   1898     1898   D  
 
Stock Option (right to buy)   $61.74                      (4) 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                      (6) 5/15/2024   Common Stock   4367     4367   D  
 
Stock Option (right to buy)   $52.30                      (7) 4/17/2025   Common Stock   5600     5600   D  
 
Stock Option (right to buy)   $48.80                      (8) 12/5/2025   Common Stock   9707     9707   D  
 

Explanation of Responses:
(1)  Represents shares withheld for payment of tax liability.
(2)  Includes (i) 324 restricted stock units that vest on 4/17/20; (ii) 266 restricted stock units that vest on 5/15/20; (iii) 611 restricted stock units that vest as to 306 shares on 12/15/19 and as to 305 shares on 12/15/20; (iv) 796 restricted stock units that vest as to 398 shares on each of 4/17/20 and 4/17/21; and (v) 2,510 restricted stock units that vest as to 837 shares on each of 12/5/19 and 12/5/20 and as to 836 shares on 12/5/21.
(3)  Includes 175.8969 shares purchased on 6/30/19 through the Company's Employee Stock Purchase Plan.
(4)  Fully exercisable.
(5)  Options to purchase 1,557 shares vest on 4/17/18 and options to purchase 1,558 shares vest on each of 4/17/19 and 4/17/20.
(6)  Options to purchase 1,456 shares vest on each of 5/15/18 and 5/15/19 and options to purchase 1,455 shares vest on 5/15/20.
(7)  Options to purchase 1,867 shares vest on each of 4/17/19 and 4/17/20 and options to purchase 1,866 shares vest on 4/17/21.
(8)  Options to purchase 3,236 shares vest on each of 12/5/19 and 12/5/20 and options to purchase 3,235 shares vest on 12/5/21.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Ross Brian T
14000 TECHNOLOGY DRIVE
EDEN PRAIRIE, MN 55344


EVP & CFO

Signatures
/s/ Amanda Lorentz as attorney-in-fact for Brian T. Ross pursuant to Power of Attorney previously filed. 7/17/2019
** 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 control number.
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