Amendment: SEC Form SC 13G/A filed by Altair Engineering Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
ALTAIR ENGINEERING INC.
(Name of Issuer)
CLASS A COMMON STOCK, $0.0001 PAR VALUE PER SHARE
(Title of Class of Securities)
021369103
(CUSIP Number)
September 30, 2024
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
| ☐ | Rule 13d-1(b) |
| ☐ | Rule 13d-1(c) |
| ☒ | Rule 13d-1(d) |
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
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).
CUSIP No. 021369103
| (1) |
Names of Reporting Persons
James Ralph Scapa | |||||
| (2) | Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☐ | |||||
| (3) | SEC Use Only
| |||||
| (4) | Citizenship or Place of Organization
United States | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
(5) | Sole Voting Power:
17,105,011* | ||||
| (6) | Shared Voting Power:
0 | |||||
| (7) | Sole Dispositive Power:
17,105,011* | |||||
| (8) | Shared Dispositive Power:
0 | |||||
| (9) |
Aggregate Amount Beneficially Owned by Each Reporting Person
17,105,011* | |||||
| (10) | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):
☐ | |||||
| (11) | Percent of Class Represented by Amount in Row (9)
22.3%* | |||||
| (12) | Type of Reporting Person
IN | |||||
| * | Based on the information provided by Altair Engineering Inc. (the “Company”) to the Reporting Persons (as defined below), on September 30, 2024 (the “Event Date”), there were 59,517,279 shares of the Company’s Class A common stock, $0.0001 par value per share (the “Class A Common Stock”) outstanding. 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 the Event Date, the Reporting Persons may be deemed to beneficially own an aggregate of 17,105,011 shares of Class A Common Stock. The number of shares of Class A Common Stock reported above consists of (i) 10,254,110 10,254,110 shares of the Company’s shares of Class B common stock, $0.0001 par value per share (the “Class B Common Stock”) held by the Scapa Trust, (ii) 6,639,682 shares of Class A Common Stock issuable upon the conversion of 6,639,682 shares of Class B Common Stock held by the JRS LLC, (iii) 45,851 shares of Class A Common Stock, (iv) 1,173 shares of Class A Common Stock beneficially owned by Mr. Scapa’s wife and (v) 164,195 shares of Class A Common Stock issuable upon exercise of stock options which are currently exercisable or exercisable within sixty (60) days of the Event Date, and excludes (i) 88,194 shares of Class A Common Stock to be issued pursuant to RSU awards granted to Mr. Scapa with time-based vesting conditions which will not be satisfied upon or within sixty (60) days of the Event Date, (ii) 20 shares of Class A Common Stock to be issued pursuant to RSU awards granted to Mr. Scapa’s wife with time-based vesting conditions which will not be satisfied upon or within sixty (60) days of the Event Date and (iii) 258,500 shares of Class A Common Stock issuable to Mr. Scapa upon exercise of stock options which will not be exercisable upon or within sixty (60) days of the Event Date. 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 22.3% of the shares of Class A Common Stock issued and outstanding. The percentage was obtained by dividing (a) the number of shares of Class A Common Stock beneficially owned by the Reporting Persons as set forth in Row 9 by (b) the sum of (i) 59,517,279 shares of Class A Common Stock outstanding as of the Event Date, (ii) 16,893,792 shares of Class A Common Stock issuable upon conversion of the Class B Common Stock beneficially owned by the Reporting Persons, and (iii) 164,195 shares of Class A Common Stock issuable upon exercise of stock options that are currently exercisable or that will be exercisable within sixty (60) days of the Event Date. |
CUSIP No. 021369103
| (1) |
Names of Reporting Persons
James R. Scapa Declaration of Trust dated March 5, 1987 | |||||
| (2) | Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☐ | |||||
| (3) | SEC Use Only
| |||||
| (4) | Citizenship or Place of Organization
United States | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
(5) | Sole Voting Power:
10,254,110* | ||||
| (6) | Shared Voting Power:
0 | |||||
| (7) | Sole Dispositive Power:
10,254,110* | |||||
| (8) | Shared Dispositive Power:
0 | |||||
| (9) |
Aggregate Amount Beneficially Owned by Each Reporting Person
10,254,110* | |||||
| (10) | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):
☐ | |||||
| (11) | Percent of Class Represented by Amount in Row (9)
14.7%* | |||||
| (12) | Type of Reporting Person
OO | |||||
| * | Based on the information provided by Altair Engineering Inc. (the “Company”) to the Reporting Person (as defined below), on September 30, 2024 (the “Event Date”), there were 59,517,279 shares of the Company’s Class A common stock, $0.0001 par value per share (the “Class A Common Stock”), outstanding. 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 the Event Date, the Scapa Trust may be deemed to beneficially own an aggregate of 10,254,110 shares of Class A Common Stock. The number of shares of Class A Common Stock reported above consists of 10,254,110 shares of Class A Common Stock issuable upon the conversion of 10,254,110 shares of the Company’s Class B common stock, $0.0001 par value per share (the “Class B Common Stock”). 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 holder, 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 Scapa Trust may be deemed to beneficially own 14.7% of the shares of Class A Common Stock issued and outstanding. The percentage was obtained by dividing (a) the number of shares of Class A Common Stock beneficially owned by the Scapa Trust as set forth in Row 9 by (b) the sum of (i) 59,517,279 shares of Class A Common Stock outstanding as of the Event Date and (ii) the 10,254,110 shares of Class A Common Stock issuable upon conversion of the Class B Common Stock beneficially owned by the Scapa Trust. |
| Item 1(a). | Name Of Issuer: |
Altair Engineering Inc. (the “Company”)
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
1820 E. Big Beaver Road
Troy, MI 48083
| Item 2(a). | Name of Person Filing: |
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”) and (ii) James Ralph Scapa, individually and as the Trustee of the Scapa Trust and the Manager of JRS Investment, LLC (“Mr. Scapa” and, collectively with the Scapa Trust, the “Reporting Persons”).
The 10,254,110 shares of Class B Common Stock held in the aggregate by the Scapa Trust, which upon conversion would constitute approximately 14.7% of the shares of Class A Common Stock deemed to be outstanding as of September 30, 2024, may be deemed to be beneficially owned indirectly by Mr. Scapa.
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
The address for the Reporting Persons is:
c/o Altair Engineering Inc.
1820 E. Big Beaver Road
Troy, MI 48083
| Item 2(c). | Citizenship: |
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.
| Item 2(d). | Title of Class of Securities: |
Class A common stock, $0.0001 par value per share (the “Common Stock”)
| Item 2(e). | CUSIP No.: |
021369103
| Item 3. | 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: |
Not Applicable.
| Item 4. | Ownership: |
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 individually and as Trustee of the Scapa Trust and Manager of JRS Investments, LLC is provided as of September 30, 2024:
| (a) Amount Beneficially Owned: |
17,105,011* | |||
| (b) Percent of Class: |
22.3%* | |||
| (c) Number of Shares as to which the person has: |
||||
| (i) Sole power to vote or to direct the vote: |
17,105,011* | |||
| (ii) Shared power to vote or to direct the vote |
0 | |||
| (iii) Sole power to dispose or to direct the disposition of: |
17,105,011* | |||
| (iv) Shared power to dispose or to direct the disposition of |
0 | |||
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 September 30, 2024:
| (a) Amount Beneficially Owned: |
10,254,110* | |||
| (b) Percent of Class: |
14.7%* | |||
| (c) Number of Shares as to which the person has: |
||||
| (i) Sole power to vote or to direct the vote: |
10,254,110* | |||
| (ii) Shared power to vote or to direct the vote |
0 | |||
| (iii) Sole power to dispose or to direct the disposition of: |
10,254,110* | |||
| (iv) Shared power to dispose or to direct the disposition of |
0 | |||
| * | This report on Schedule 13G, is being jointly filed by (i) the Scapa Trust and (ii) Mr. Scapa, individually and as the Trustee of the Scapa Trust and the Manager of the JRS LLC. |
The 10,254,110 shares of Class B Common Stock held in the aggregate by the Scapa Trust, which upon conversion would constitute approximately 14.7% of the shares of Class A Common Stock deemed to be outstanding as of September 30, 2024, may be deemed to be beneficially owned indirectly by Mr. Scapa.
Each of the foregoing beneficial ownership percentages is based upon 59,517,279 shares of Class A Common Stock of the Company outstanding as of September 30, 2024, which is based on information provided by the Company to the Reporting Persons.
| Item 5. | Ownership of Five Percent or Less of a Class |
Not Applicable.
| Item 6. | Ownership of More Than Five Percent on Behalf of Another Person |
Not Applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person |
Not Applicable.
| Item 8. | Identification and Classification of Members of the Group |
Not Applicable.
| Item 9. | Notice of Dissolution of Group |
Not Applicable.
| Item 10. | Certification |
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: November 8, 2024
| JAMES RALPH SCAPA |
| /s/ Raoul Maitra |
| Name: Raoul Maitra Title: Attorney-in-fact for James Ralph Scapa** |
| JAMES R. SCAPA DECLARATION OF TRUST DATED MARCH 5, 1987 |
| /s/ Raoul Maitra |
| Name: Raoul Maitra Title: Attorney-in-fact for James R. Scapa Declaration of Trust dated March 5, 1987** |
| JRS INVESTMENTS, LLC |
| /s/ Raoul Maitra |
| Name: Raoul Maitra |
| Title: Attorney-in-fact for JRS Investments, LLC** |
| ** | A power of attorney was previously filed with the Commission and is incorporated herein by reference to Exhibits 99.2, 99.3 and 99.4 to the Schedule 13G filed by James Ralph Scapa on February 14, 2018. |
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
| Exhibit No. | Exhibit | |
| 99.1 | A Joint Filing Agreement was previously filed with the Commission and is incorporated herein by reference to Exhibit 99.1 to the Schedule 13G/A filed by James Ralph Scapa on February 14, 2019. | |