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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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| Klemmensen Todd |
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2. Issuer Name and Ticker or Trading Symbol
MTS SYSTEMS CORP [MTSC]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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_____ Director
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_____ 10% Owner
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__X__ Officer (give title below)
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_____ Other (specify below)
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SVP, GC and Corp. Sec.
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14000 TECHNOLOGY DRIVE |
3. Date of Earliest Transaction (Month/Day/Year)
12/05/2019 |
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EDEN PRAIRIE, MN 55344 |
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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| Common Stock | 12/05/2019 |
| F |
| 157 (1) | D |
$46.735 | 5,588 (2) | 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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| Stock Option (right to buy) |
$64.9 |
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(3) | 12/04/2020 | Common Stock | 2,673 |
| 2,673 | D |
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| Stock Option (right to buy) |
$66.98 |
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(3) | 12/03/2021 | Common Stock | 1,072 |
| 1,072 | D |
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| Stock Option (right to buy) |
$61.74 |
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(3) | 12/09/2022 | Common Stock | 2,601 |
| 2,601 | D |
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| Stock Option (right to buy) |
$46.25 |
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(4) | 04/17/2024 | Common Stock | 3,167 |
| 3,167 | D |
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| Stock Option (right to buy) |
$52.3 |
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(5) | 04/17/2025 | Common Stock | 3,244 |
| 3,244 | D |
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| Stock Option (right to buy) |
$48.8 |
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(6) | 12/05/2025 | Common Stock | 5,943 |
| 5,943 | D |
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Reporting Owners
| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Klemmensen Todd
14000 TECHNOLOGY DRIVE
EDEN PRAIRIE, MN 55344 |
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SVP, GC and Corp. Sec. |
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Signatures
| /s/ Amanda Lorentz as attorney-in-fact for Todd Klemmensen pursuant to Power of Attorney previously filed. | |
12/09/2019 |
| **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) | Represents shares withheld for payment of tax liability. |
| (2) | Includes (i) 219 restricted stock units that vest on 4/17/20; (ii) 138 restricted stock units that vest on 8/15/20; (iii) 461 restricted stock units that vest as to 231 shares on 4/17/20 and as to 230 shares on 4/17/21; (iv) 1,213 restricted stock units that vest as to 607 shares on 9/15/20 and as to 606 shares on 9/15/21; and (v) 1,024 restricted stock units that vest as to 512 shares on each of 12/5/20 and 12/5/21. |
| (3) | Fully exercisable. |
| (4) | Options to purchase 1,055 shares vest on 4/17/20. |
| (5) | Options to purchase 1,081 shares vest on each of 4/17/20 and 4/17/21. |
| (6) | Options to purchase 1,981 shares vest on each of 12/5/19, 12/5/20 and 12/5/21. |
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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