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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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OMB APPROVAL
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| Estimated average burden hours per response... | 0.5 |
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(Print or Type Responses)
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1. Name and Address of Reporting Person *
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| Scapa James Ralph |
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2. Issuer Name and Ticker or Trading Symbol
Altair Engineering Inc. [ALTR]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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__X__ Director
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__X__ 10% Owner
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__X__ Officer (give title below)
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_____ Other (specify below)
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Chief Executive Officer
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C/O ALTAIR ENGINEERING INC., 1820 E. BIG BEAVER ROAD |
3. Date of Earliest Transaction (Month/Day/Year)
10/19/2020 |
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TROY, MI 48083 |
4. If Amendment, Date Original Filed
(Month/Day/Year)
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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. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction 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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| Class A Common Stock | 10/19/2020 |
| C |
| 9,126 | A |
$
0
| 9,126 | I | By James R. Scapa Declaration of Trust dated March 5, 1987 (1) |
| Class A Common Stock | 10/19/2020 |
| S (2) |
| 9,126 (2) | D |
$46.291 (3) |
0
| I | By James R. Scapa Declaration of Trust dated March 5, 1987 (1) |
| Class A Common Stock | 10/19/2020 |
| C |
| 4,384 | A |
$
0
| 4,384 | I | By JRS Investments LLC (4) |
| Class A Common Stock | 10/19/2020 |
| S (2) |
| 4,384 (2) | D |
$46.291 (5) |
0
| I | By JRS Investments LLC (4) |
| Class A Common Stock |
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| 47,636 (6) | D |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
| 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. | SEC 1474 (9-02) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction 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
(Month/Day/Year)
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7. Title and Amount of Underlying Securities
(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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| Class B Common Stock |
$
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| 10/19/2020 |
| C |
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| 9,126 |
(7) |
(7) | Class A Common Stock | 9,126 |
$
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| 10,955,996 | I | By James R. Scapa Declaration of Trust dated March 5, 1987 (1) |
| Class B Common Stock |
$
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| 10/19/2020 |
| C |
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| 4,384 |
(7) |
(7) | Class A Common Stock | 4,384 |
$
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| 7,174,004 | I | By JRS Investments LLC (4) |
Reporting Owners
| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Scapa James Ralph
C/O ALTAIR ENGINEERING INC.
1820 E. BIG BEAVER ROAD
TROY, MI 48083 |
X
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X
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Chief Executive Officer |
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Signatures
| /s/ Raoul Maitra, attorney-in-fact for James R. Scapa | |
10/21/2020 |
| **Signature of Reporting Person | Date |
Explanation of Responses:
| * | 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). |
| (1) | Reporting person serves as Trustee. Reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
| (2) | The sale of the shares of Class A Common Stock were made pursuant to a plan intended to comply with Rule 10b5-1 of the Exchange Act, previously entered into on June 15, 2020. |
| (3) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $45.87 to $46.63 per share, inclusive. The reporting person undertakes to provide to Altair Engineering Inc., any security holder of Altair Engineering Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein. |
| (4) | Reporting person serves as Manager. Reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
| (5) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $45.92 to $46.61 per share, inclusive. The reporting person undertakes to provide to Altair Engineering Inc., any security holder of Altair Engineering Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein. |
| (6) | Includes 41,000 Class A Common Stock restricted stock units that are unvested. |
| (7) | Each share of Class B common stock is immediately convertible, at the option of the shareholder, 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 Altair Engineering Inc.'s Registration Statement filed with the Securities and Exchange Commission on Form S-1 (File No. 333-225412) for a description of the conversion rights. |
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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