| Offering Note | (1) Aggregate number of securities to which transaction applies: As of November 6, 2024, the maximum number of shares of common stock, par value $0.0001 (“common stock”) of Altair Engineering Inc. (“Altair”) to which this transaction applies is estimated to be 96,845,487, which consists of (a) 59,888,780 shares of Altair’s Class A common stock, par value $0.0001 (“Class A common stock”) outstanding, entitled to receive the per share merger consideration of $113.00; (b) 25,406,574 shares of Altair’s Class B common stock, par value $0.0001 (“Class B common stock”) outstanding, entitled to receive the per share merger consideration of $113.00; (c)(i) 3,831,142 shares of Class A common stock underlying outstanding stock options vested as of November 6, 2024, entitled to receive the per share merger consideration of $113.00 minus any applicable exercise price and (ii) 2,714,026 shares of Class A common stock underlying outstanding stock options expected to vest prior to or on December 31, 2025, entitled to receive the per share merger consideration of $113.00 minus any applicable exercise price; (d) 474,603 shares of Class A common stock underlying outstanding restricted stock units expected to vest prior to or on December 31, 2025, entitled to receive the per share merger consideration of $113.00; (e) 60,000 shares of Class A common stock expected to be issued pursuant to the employee stock purchase plan entitled to receive the per share merger consideration of $113.00; (f) 299,174 shares of Class A common stock issuable on a contingent basis pursuant to selected purchase agreements entitled to receive the per share merger consideration of $113.00; and (g) up to a maximum 4,171,188 shares of Class A common stock issuable pursuant to the conversion of convertible notes (assuming a maximum conversion rate equal to 18.1356 shares of Class A common stock per $1,000 principal amount, subject to adjustment as provided in the indenture and after giving effect to the transaction) entitled to receive the per share merger consideration of $113.00.
(2) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 |
