Sec Form 4 Filing - GRAVES JEFFREY A @ MTS SYSTEMS CORP - 2019-05-31

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
GRAVES JEFFREY A
2. Issuer Name and Ticker or Trading Symbol
MTS SYSTEMS CORP [ MTSC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President and CEO
(Last) (First) (Middle)
14000 TECHNOLOGY DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
05/31/2019
(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 05/31/2019 P 743 A $ 54.3094 71,635.6208 ( 1 ) D
Common Stock 05/31/2019 P 257 A $ 54.46 71,892.6208 ( 1 ) 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) $ 64.9 ( 2 ) 12/04/2020 Common Stock 68,241 68,241 D
Stock Option (right to buy) $ 66.98 ( 2 ) 12/03/2021 Common Stock 32,854 32,854 D
Stock Option (right to buy) $ 61.74 ( 2 ) 12/09/2022 Common Stock 61,455 61,455 D
Stock Option (right to buy) $ 46.25 ( 3 ) 04/17/2024 Common Stock 38,941 38,941 D
Stock Option (right to buy) $ 52.3 ( 4 ) 04/17/2025 Common Stock 38,934 38,934 D
Stock Option (right to buy) $ 48.8 ( 5 ) 12/05/2025 Common Stock 36,886 36,886 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GRAVES JEFFREY A
14000 TECHNOLOGY DRIVE
EDEN PRAIRIE, MN55344
X President and CEO
Signatures
/s/ Amanda Lorentz as attorney-in-fact for Jeffrey A. Graves pursuant to Power of Attorney previously filed. 06/04/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes (i) 2,702 restricted stock units that vest on 4/17/20; (ii) 5,538 restricted stock units that vest as to 2,769 shares on each of 4/17/20 and 4/17/21; and (iii) 9,539 restricted stock units that vest as to 3,180 shares on each of 12/5/19 and 12/5/20 and as to 3,179 shares on 12/5/21.
( 2 )Fully exercisable.
( 3 )Options to purchase 12,981 shares vest on 4/17/18 and options to purchase 12,980 shares vest on each of 4/17/19 and 4/17/20.
( 4 )Options to purchase 12,978 shares vest on each of 4/17/19, 4/17/20 and 4/17/21.
( 5 )Options to purchase 12,296 shares vest on 12/5/19 and options to purchase 12,295 shares vest on each of 12/5/20 and 12/5/21.

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).
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