Chief Accounting Officer Gayle Brian returned $2,034,904 worth of shares to the company (18,008 units at $113.00), closing all direct ownership in the company (SEC Form 4)
$ALTR
Computer Software: Prepackaged Software
Technology
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Altair Engineering Inc. [ ALTR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/26/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction 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 | ||||||
| Class A Common Stock | 03/26/2025 | D(1) | 18,008(2) | D | $113(3)(4) | 0 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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 | ||||||||
| Class A Common Stock Option | $5.18 | 03/26/2025 | D(1) | 1,417(5) | (6)(7) | 06/09/2027 | Class A Common Stock | 1,417(5) | $107.82 | 0 | D | ||||
| Class A Common Stock Option | $29.22 | 03/26/2025 | D(1) | 1,091(8) | (6)(9) | 03/16/2030 | Class A Common Stock | 1,091(8) | $83.78 | 0 | D | ||||
| Class A Common Stock Option | $39.82 | 03/26/2025 | D(1) | 22,500(10) | (6)(11) | 06/02/2030 | Class A Common Stock | 22,500(10) | $73.18 | 0 | D | ||||
| Class A Common Stock Option | $52.03 | 03/26/2025 | D(1) | 22,500(12) | (6)(13) | 12/02/2030 | Class A Common Stock | 22,500(12) | $60.97 | 0 | D | ||||
| Class A Common Stock Option | $61.93 | 03/26/2025 | D(1) | 5,443(14) | (6)(15) | 03/15/2031 | Class A Common Stock | 5,443(14) | $51.07 | 0 | D | ||||
| Class A Common Stock Option | $61.79 | 03/26/2025 | D(1) | 5,500(16) | (6)(17) | 02/15/2032 | Class A Common Stock | 5,500(16) | $51.21 | 0 | D | ||||
| Class A Common Stock Option | $45.91 | 03/26/2025 | D(1) | 24,000(18) | (6)(19) | 12/15/2032 | Class A Common Stock | 24,000(18) | $67.09 | 0 | D | ||||
| Class A Common Stock Option | $65.19 | 03/26/2025 | D(1) | 7,750(20) | (6)(21) | 03/02/2033 | Class A Common Stock | 7,750(20) | $47.81 | 0 | D | ||||
| Class A Common Stock Option | $79.03 | 03/26/2025 | D(1) | 3,203(22) | (6)(23) | 03/15/2034 | Class A Common Stock | 3,203(22) | $33.97 | 0 | D | ||||
| Explanation of Responses: |
| 1. On March 26, 2025, the Company was acquired by Siemens Industry Software Inc. ("Siemens") pursuant to the merger agreement entered into among the Company, Siemens, and Astra Merger Sub Inc., dated as of October 30, 2024. |
| 2. Includes 0 Class A Common Stock restricted stock units ("RSUs") that are unvested and scheduled to vest on or prior to December 31, 2025, and 4,507 RSUs that are unvested and scheduled to vest on or after January 1, 2026. |
| 3. Upon the consummation of the merger, each issued and outstanding share of the Company's Class A Common Stock ("Common Stock") was canceled and converted into the right receive $113.00 in cash without interest. Each RSU that was granted under the Company's 2017 Equity Incentive Plan (the "2017 Plan") that was outstanding immediately prior to the consummation of the merger and was scheduled to vest on or before December 31, 2025 was vested, canceled and converted into the right to receive $113.00 in cash without interest. |
| 4. (continued from footnote 3) Each RSU that was granted under the 2017 Plan that was outstanding immediately prior to the consummation of the merger, and scheduled to vest on or after January 1, 2026 was canceled and converted into the right to receive $113.00 in cash without interest, and will be paid on the last day of the calendar quarter preceding the quarter in which such RSU would have otherwise vested in accordance with the vesting schedule in effect immediately prior to the consummation of the merger, less any applicable withholding taxes, subject to acceleration in certain circumstances. |
| 5. This option is fully vested. |
| 6. Each option that was outstanding immediately prior to the consummation of the merger and was scheduled to vest on or before December 31, 2025 was vested, canceled and converted into the right to receive the cash value of the option. Each option that was outstanding immediately prior to the consummation of the merger, and scheduled to vest on or after January 1, 2026 was canceled and converted into a right to receive the cash value of the option, such cash value of the option to be paid on the last day of the calendar quarter preceding the quarter in which such option would have otherwise vested in accordance with the vesting schedule in effect immediately prior to the consummation of the merger, less any applicable withholding taxes, subject to acceleration in certain circumstances. |
| 7. This option represents an aggregate cash value of $152,780.94, representing the difference between the exercise price of the option and $113.00. |
| 8. This option is fully vested. |
| 9. This option represents an aggregate cash value of $91,403.98, representing the difference between the exercise price of the option and $113.00. |
| 10. This option is fully vested. |
| 11. This option represents an aggregate cash value of $1,646,550.00, representing the difference between the exercise price of the option and $113.00. |
| 12. This option is fully vested. |
| 13. This option represents an aggregate cash value of $1,371,825.00, representing the difference between the exercise price of the option and $113.00. |
| 14. This option is fully vested. |
| 15. This option represents an aggregate cash value of $277,974.01, representing the difference between the exercise price of the option and $113. |
| 16. Includes 0 shares of Common Stock underlying the options that are unvested and scheduled to vest on or prior to December 31, 2025, and 1,375 shares of Common Stock underlying the options that are unvested and scheduled to vest on or after January 1, 2026. |
| 17. This option represents an aggregate cash value of $281,655.00, representing the difference between the exercise price of the option and $113. |
| 18. Includes 12,000 shares of Common Stock underlying the options that are unvested and scheduled to vest on or prior to December 31, 2025, and 0 shares of Common Stock underlying the options that are unvested and scheduled to vest on or after January 1, 2026. |
| 19. This option represents an aggregate cash value of $1,610,160.00, representing the difference between the exercise price of the option and $113. |
| 20. Includes 0 shares of Common Stock underlying the options that are unvested and scheduled to vest on or prior to December 31, 2025, and 3,874 shares of Common Stock underlying the options that are unvested and scheduled to vest on or after January 1, 2026. |
| 21. This option represents an aggregate cash value of $370,527.50, representing the difference between the exercise price of the option and $113. |
| 22. Includes 0 shares of Common Stock underlying the options that are unvested and scheduled to vest on or prior to December 31, 2025, and 2,402 shares of Common Stock underlying the options that are unvested and scheduled to vest on or after January 1, 2026. |
| 23. This option represents an aggregate cash value of $108,805.91, representing the difference between the exercise price of the option and $113. |
| /s/ Raoul Maitra, attorney-in-fact for Brian Gayle | 03/26/2025 | |
| ** 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 Number. | ||