SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
X
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Scapa James Ralph
(Last) (First) (Middle)
1820 E. BIG BEAVER ROAD
(Street)
TROY MI 48083
(City) (State) (Zip)
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
3. Date of Earliest Transaction (Month/Day/Year)
03/26/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 03/26/2025 D(1) 190,505(2) D $113(3)(4) 0 D
Class A Common Stock 03/26/2025 D(1) 1,184 D $113(3)(4) 0 I By wife
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 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: 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
Class A Common Stock Option $5.18 03/26/2025 D(1) 10,695(5) (6)(7) 06/09/2027 Class A Common Stock 10,695(5) $107.82 0 D
Class A Common Stock Option $38.11 03/26/2025 D(1) 15,000(8) (6)(9) 03/22/2029 Class A Common Stock 15,000(8) $74.89 0 D
Class A Common Stock Option $30.15 03/26/2025 D(1) 40,000(10) (6)(11) 03/11/2030 Class A Common Stock 40,000(10) $82.85 0 D
Class A Common Stock Option $61.93 03/26/2025 D(1) 40,000(12) (6)(13) 03/15/2031 Class A Common Stock 40,000(12) $51.07 0 D
Class A Common Stock Option $64.54 03/26/2025 D(1) 80,000(14) (6)(15) 03/22/2032 Class A Common Stock 80,000(14) $48.46 0 D
Class A Common Stock Option $65.19 03/26/2025 D(1) 114,000(16) (6)(17) 03/02/2033 Class A Common Stock 114,000(16) $47.81 0 D
Class A Common Stock Option $79.03 03/26/2025 D(1) 123,000(18) (6)(19) 03/15/2034 Class A Common Stock 123,000(18) $33.97 0 D
Class B Common Stock $0 03/26/2025 D(1)(20) 10,241,110 (20) (21) Class A Common Stock 10,241,110 $113 0 I By James R. Scapa Declaration of Trust dated March 5, 1987(22)
Class B Common Stock $0 03/26/2025 D(1)(20) 6,626,682 (20) (21) Class A Common Stock 6,626,682 $113 0 I By JRS Investments LLC(23)
Explanation of Responses:
1. On March 26, 2025, the Company was acquired by Siemens Industry Software Inc. ("Siemens") pursuant to the merger agreement entered into among the Company, Siemens, and Astra Merger Sub Inc., dated as of October 30, 2024.
2. Includes 0 Class A Common Stock restricted stock units ("RSUs") that are unvested and scheduled to vest on or prior to December 31, 2025, and 129,152 RSUs that are unvested and scheduled to vest on or after January 1, 2026.
3. Upon the consummation of the merger, each issued and outstanding share of the Company's Class A Common Stock ("Common Stock") was canceled and converted into the right receive $113.00 in cash without interest. Each RSU that was granted under the Company's 2017 Equity Incentive Plan (the "2017 Plan") that was outstanding immediately prior to the consummation of the merger and was scheduled to vest on or before December 31, 2025 was vested, canceled and converted into the right to receive $113.00 in cash without interest.
4. (continued from footnote 3) Each RSU that was granted under the 2017 Plan that was outstanding immediately prior to the consummation of the merger, and scheduled to vest on or after January 1, 2026 was canceled and converted into the right to receive $113.00 in cash without interest, and will be paid on the last day of the calendar quarter preceding the quarter in which such RSU would have otherwise vested in accordance with the vesting schedule in effect immediately prior to the consummation of the merger, less any applicable withholding taxes, subject to acceleration in certain circumstances.
5. This option is fully vested.
6. Each option that was outstanding immediately prior to the consummation of the merger and was scheduled to vest on or before December 31, 2025 was vested, canceled and converted into the right to receive the cash value of the option. Each option that was outstanding immediately prior to the consummation of the merger, and scheduled to vest on or after January 1, 2026 was canceled and converted into a right to receive the cash value of the option, such cash value of the option to be paid on the last day of the calendar quarter preceding the quarter in which such option would have otherwise vested in accordance with the vesting schedule in effect immediately prior to the consummation of the merger, less any applicable withholding taxes, subject to acceleration in certain circumstances.
7. This option represents an aggregate cash value of $1,153,134.90, representing the difference between the exercise price of the option and $113.00.
8. This option is fully vested.
9. This option represents an aggregate cash value of $1,123,350, representing the difference between the exercise price of the option and $113.00.
10. This option is fully vested.
11. This option represents an aggregate cash value of $3,314,000, representing the difference between the exercise price of the option and $113.00.
12. This option is fully vested.
13. This option represents an aggregate cash value of $2,042,800, representing the difference between the exercise price of the option and $113.00.
14. Includes 0 shares of Common Stock underlying the options that are unvested and scheduled to vest on or prior to December 31, 2025, and 40,000 shares of Common Stock underlying the options that are unvested and scheduled to vest on or after January 1, 2026.
15. This option represents an aggregate cash value of $3,876,800, representing the difference between the exercise price of the option and $113.00.
16. Includes 0 shares of Common Stock underlying the options that are unvested and scheduled to vest on or prior to December 31, 2025, and 57,000 shares of Common Stock underlying the options that are unvested and scheduled to vest on or after January 1, 2026.
17. This option represents an aggregate cash value of $5,450,340, representing the difference between the exercise price of the option and $113.00.
18. Includes 0 shares of Common Stock underlying the options that are unvested and scheduled to vest on or prior to December 31, 2025, and 92,250 shares of Common Stock underlying the options that are unvested and scheduled to vest on or after January 1, 2026.
19. This option represents an aggregate cash value of $4,178,310, representing the difference between the exercise price of the option and $113.00.
20. Upon the consummation of the merger, each issued and outstanding share of the Company's Class B Common Stock was canceled and converted into the right receive $113.00 in cash without interest.
21. Each share of the Company's Class B Common Stock was immediately convertible, at the option of the shareholder, into one share of Common stock and automatically convertible into Common Stock upon the occurrence of certain events.
22. Reporting person serves as Trustee. Reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
23. Reporting person serves as Manager. Reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
/s/ Raoul Maitra, attorney-in-fact for James R. Scapa 03/26/2025
** Signature of Reporting Person Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
Grafico Azioni Altair Engineering (NASDAQ:ALTR)
Storico
Da Mar 2025 a Apr 2025 Clicca qui per i Grafici di Altair Engineering
Grafico Azioni Altair Engineering (NASDAQ:ALTR)
Storico
Da Apr 2024 a Apr 2025 Clicca qui per i Grafici di Altair Engineering