Sec Form 4 Filing - Ross Brian T @ MTS SYSTEMS CORP - 2018-05-15

Insider filing report for Changes in Beneficial Ownership
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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
Ross Brian T
2. Issuer Name and Ticker or Trading Symbol
MTS SYSTEMS CORP [ MTSC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Sr. VP & CFO
(Last) (First) (Middle)
14000 TECHNOLOGY DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
05/15/2018
(Street)
EDEN PRAIRIE, MN55344
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
Common Stock 05/15/2018 F 80 ( 1 ) D $ 52.15 4,911 ( 2 ) 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) $ 71.52 ( 3 ) 01/15/2022 Common Stock 1,898 1,898 D
Stock Option (right to buy) $ 61.74 ( 4 ) 12/09/2022 Common Stock 4,425 4,425 D
Stock Option (right to buy) $ 46.25 ( 5 ) 04/17/2024 Common Stock 4,673 4,673 D
Stock Option (right to buy) $ 52.65 ( 6 ) 05/15/2024 Common Stock 4,367 4,367 D
Stock Option (right to buy) $ 52.3 ( 7 ) 04/17/2025 Common Stock 5,600 5,600 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Ross Brian T
14000 TECHNOLOGY DRIVE
EDEN PRAIRIE, MN55344
Sr. VP & CFO
Signatures
/s/ Amanda Lorentz as attorney-in-fact for Brian T. Ross pursuant to Power of Attorney previously filed. 05/17/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares withheld for payment of tax liability.
( 2 )Includes (i) 243 restricted stock units that vest on 12/9/18; (ii) 290 restricted stock units that vest as to 145 shares on each of 7/15/18 and 7/15/19; (iii) 648 restricted stock units that vest as to 324 shares on each of 4/17/19 and 4/17/20; (iv) 532 restricted stock units that vest as to 266 shares on each of 5/15/19 and 5/15/20; (v) 917 restricted stock units that vest as to 306 shares on each of 12/15/18 and 12/15/19 and as to 305 shares on 12/15/20; and (vi) 1,195 restricted stock units that vest as to 399 shares on 4/17/19 and 398 shares on each of 4/17/20 and 4/17/21.
( 3 )Fully exercisable.
( 4 )Options to purchase 1,475 shares vest on each of 12/9/16, 12/9/17 and 12/9/18.
( 5 )Options to purchase 1,557 shares vest on 4/17/18 and options to purchase 1,558 shares vest on each of 4/17/19 and 4/17/20.
( 6 )Options to purchase 1,456 shares vest on each of 5/15/18 and 5/15/19 and options to purchase 1,455 shares vest on 5/15/20.
( 7 )Options to purchase 1,867 shares vest on each of 4/17/19 and 4/17/20 and options to purchase 1,866 shares vest on 4/17/21.

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).

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