Sec Form 4 Filing - Ross Brian T @ MTS SYSTEMS CORP - 2021-04-07

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) EVP & CFO (Last) (First) (Middle) 14000 TECHNOLOGY DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 04/07/2021 (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 04/07/2021 D 8,507 ( 1 ) D $ 58.5 8,017.0917 D Common Stock 04/07/2021 D 8,017.0917 ( 2 ) D $ 58.5 0 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) $ 46.25 04/07/2021 D 4,673 ( 3 ) 04/17/2024 Common Stock 4,673 ( 3 ) 0 D Stock Option (right to buy) $ 52.65 04/07/2021 D 4,367 ( 3 ) 05/15/2024 Common Stock 4,367 ( 3 ) 0 D Stock Option (right to buy) $ 52.3 04/07/2021 D 5,600 ( 3 ) 04/17/2025 Common Stock 5,600 ( 3 ) 0 D Stock Option (right to buy) $ 48.8 04/07/2021 D 9,707 ( 3 ) 12/05/2025 Common Stock 9,707 ( 3 ) 0 D Stock Option (right to buy) $ 46.545 04/07/2021 D 13,562 ( 3 ) 12/04/2026 Common Stock 13,562 ( 3 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Ross Brian T 14000 TECHNOLOGY DRIVE EDEN PRAIRIE, MN55344 EVP & CFO Signatures /s/ Amanda Lorentz as attorney-in-fact for Brian T. Ross pursuant to Power of Attorney previously filed. 04/08/2021 Signature of Reporting Person Date

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 shares subject to such restricted stock unit award, less any required withholding of taxes. ( 2 )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. ( 3 )Pursuant to the Merger Agreement, each unvested stock option became fully vested and exercisable immediately prior to the effective time of the merger. Each stock option that was outstanding and unexercised as of the effective time of the merger and had an exercise price per share that was less than $58.50 was then cancelled and converted into the right to receive a cash payment equal to $58.50 minus the exercise price, multiplied by the number of shares issuable upon exercise of such stock option, less any required withholding of taxes.

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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