Sec Form 4 Filing - Scapa James Ralph @ Altair Engineering Inc. - 2019-03-15

FORM 4 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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Scapa James Ralph 2. Issuer Name and Ticker or Trading Symbol Altair Engineering Inc. [ ALTR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O ALTAIR ENGINEERING INC., 1820 E. BIG BEAVER RD. 3. Date of Earliest Transaction (MM/DD/YY) 03/15/2019 (Street) TROY, MI48083 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 03/15/2019 A 965( 1 ) A $ 0 965( 2 ) I By wife Class A Common Stock 03/11/2020 A 896( 3 ) A $ 0 1,861( 4 ) I By wife Class A Common Stock 03/17/2020 S 85 D $ 24.614 1,776( 5 ) I By wife Class A Common Stock 03/12/2021 S 77 D $ 59.45 1,699( 6 ) I By wife Class A Common Stock 03/12/2021 S 4 D $ 60.54 1,695( 6 ) I By wife Class A Common Stock 03/15/2021 A 83( 7 ) A $ 0 1,778( 8 ) I By wife Class A Common Stock 03/16/2021 S 1 D $ 59.39 1,777( 8 ) I By wife Class A Common Stock 03/16/2021 S 83 D $ 60.43 1,694( 8 ) I By wife Class A Common Stock 03/14/2022 S 92 D $ 59.959( 9 ) 1,602( 10 ) I By wife Class A Common Stock 03/16/2022 S 106 D $ 58.48 1,496( 11 ) I By wife Class A Common Stock 03/16/2022 S 1 D $ 59.86 1,495( 11 ) I By wife Class A Common Stock 03/16/2022 M 19,305 A $ 0 138,029 D Class A Common Stock 03/16/2022 S 1,738 D $ 58.48 136,291( 12 ) D Class A Common Stock 03/16/2022 S 22 D $ 59.99 136,269 D

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) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 Stock Option (Right to Buy) $ 5.18 03/16/2022 M 19,305 ( 13 ) 06/09/2027 Class A Common Stock 19,305 $ 0 10,695 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Scapa James Ralph C/O ALTAIR ENGINEERING INC. 1820 E. BIG BEAVER RD. TROY, MI48083 X X Chief Executive Officer Signatures /s/ Raoul Maitra, attorney-in-fact for James R. Scapa 03/18/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On March 15, 2019, the Reporting Person's wife was granted 965 Class A Common Stock restricted stock units, which vest in 4 equal annual installments commencing March 15, 2020. ( 2 )Includes 965 Class A Common Stock restricted stock units that are unvested. ( 3 )On March 11, 2020, the Reporting Person's wife was granted 863 Class A Common Stock restricted stock units, which vest in 4 equal annual installments commencing March 11, 2021. ( 4 )Includes 1,861 Class A Common Stock restricted stock units that are unvested. ( 5 )Includes 1,620 Class A Common Stock restricted stock units that are unvested. ( 6 )Includes 1,396 Class A Common Stock restricted stock units that are unvested. ( 7 )On March 15, 2021, the Reporting Person's wife was granted 83 Class A Common Stock restricted stock units, which vest in 4 equal annual installments commencing March 15, 2022. ( 8 )Includes 1,238 Class A Common Stock restricted stock units that are unvested. ( 9 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $59.91 to $59.96 per share, inclusive. The reporting person un dertakes 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. ( 10 )Includes 1,014 Class A Common Stock restricted stock units that are unvested. ( 11 )Includes 752 Class A Common Stock restricted stock units that are unvested. ( 12 )Includes 33,000 Class A Common Stock restricted stock units that are unvested. ( 13 )The options vest in 4 equal annual installments commencing June 9, 2018.

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).

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