SEC Form 4: B Steven Harrison disposed of $1,825,192 worth of Common Stock back to the company (31,200 units at $58.50) , decreasing direct ownership by 100% to 0 units
$MTSC
Industrial Machinery/Components
Capital Goods
| 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). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
MTS SYSTEMS CORP [ MTSC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/07/2021 | ||||||||||||||||||||||||||
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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 | ||||||
| Common Stock | 04/07/2021 | D | 18,201(1) | D | $58.5 | 12,998.8672 | D | |||
| Common Stock | 04/07/2021 | D | 12,998.8672(2) | D | $58.5 | 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 | ||||||||
| Stock Option (right to buy) | $46.25 | 04/07/2021 | D | 4,543 | (3) | 04/17/2024 | Common Stock | 4,543 | (3) | 0 | D | ||||
| Stock Option (right to buy) | $52.3 | 04/07/2021 | D | 5,040 | (3) | 04/17/2025 | Common Stock | 5,040 | (3) | 0 | D | ||||
| Stock Option (right to buy) | $48.8 | 04/07/2021 | D | 4,952 | (3) | 12/05/2025 | Common Stock | 4,952 | (3) | 0 | D | ||||
| Stock Option (right to buy) | $46.545 | 04/07/2021 | D | 11,302 | (3) | 12/04/2026 | Common Stock | 11,302 | (3) | 0 | D | ||||
| Stock Option (right to buy) | $25.17 | 04/07/2021 | D | 4,521 | (3) | 12/04/2026 | Common Stock | 4,521 | (3) | 0 | D | ||||
| Explanation of Responses: |
| 1. Pursuant to the Agreement and Plan of Merger among Amphenol Corporation, Moon Merger Sub Corporation and the Company (the "Merger Agreement"), each unvested restricted stock unit became fully vested immediately prior to the effective time of the merger. Restricted stock units were then cancelled as of the effective time of the merger in exchange for the right to receive a cash payment equal to $58.50 multiplied by the number of shares subject to such restricted stock unit award, less any required withholding of taxes. |
| 2. Cancelled pursuant to the Merger Agreement in exchange for the right to receive a cash payment equal to $58.50 multiplied by the number of shares, less any required withholding of taxes. |
| 3. Pursuant to the Merger Agreement, each unvested stock option became fully vested and exercisable immediately prior to the effective time of the merger. Each stock option that was outstanding and unexercised as of the effective time of the merger and had an exercise price per share that was less than $58.50 was then cancelled and converted into the right to receive a cash payment equal to $58.50 minus the exercise price, multiplied by the number of shares issuable upon exercise of such stock option, less any required withholding of taxes. |
| Remarks: |
| /s/ Amanda Lorentz as attorney-in-fact for Steven B. Harrison pursuant to Power of Attorney previously filed | 04/08/2021 | |
| ** 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. | ||