Statement of Changes in Beneficial Ownership (4)
08 April 2021 - 10:18PM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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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1. Name and Address of Reporting Person
*
JOHNSON DAVID D |
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)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
14000 TECHNOLOGY DRIVE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/7/2021 |
(Street)
EDEN PRAIRIE, MN 55344
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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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. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. 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 | 4/7/2021 | | D | | 2045 (1) | D | $58.50 | 24888 | D | |
Common Stock | 4/7/2021 | | D | | 11375 (2) | D | $58.5 | 13513 | D | |
Common Stock | 4/7/2021 | | D | | 13513 (3) | D | $58.5 | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
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 restricted stock units, less any required withholding of taxes. |
(2) | Pursuant to the Merger Agreement, deferred stock units were 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 deferred stock units, less any required withholding of taxes. |
(3) | 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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
JOHNSON DAVID D 14000 TECHNOLOGY DRIVE EDEN PRAIRIE, MN 55344 | X |
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Signatures
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/s/ Amanda Lorentz as attorney-in-fact for David D. Johnson pursuant to Power of Attorney previously filed. | | 4/8/2021 |
**Signature of Reporting Person | Date |
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