MTS Systems (MTSC) Form 4 MTS SYSTEMS / Brian T Ross ownership change

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

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Ross Brian T

(Last) (First) (Middle)

14000 TECHNOLOGY DRIVE

(Street)

EDEN PRAIRIE MN 55344

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2020

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
Common Stock	12/15/2020		A		1,837(1)	A	$0	12,056.0917(2)(3)	D
Common Stock	12/15/2020		F		657(4)	D	$58.39	11,399.0917(3)	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 (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
Stock Option (right to buy)	$71.52							(5)	01/15/2022	Common Stock	1,898		1,898	D
Stock Option (right to buy)	$61.74							(5)	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							(5)	05/15/2024	Common Stock	4,367		4,367	D
Stock Option (right to buy)	$52.3							(6)	04/17/2025	Common Stock	5,600		5,600	D
Stock Option (right to buy)	$48.8							(7)	12/05/2025	Common Stock	9,707		9,707	D
Stock Option (right to buy)	$46.545							(8)	12/04/2026	Common Stock	13,562		13,562	D

Explanation of Responses:

1. Shares acquired upon vesting of performance restricted stock units ("PRSUs"). Each PRSU represented the right to receive, following vesting, one share of MTS common stock. The resulting number of shares of MTS common stock acquired upon vesting of the PRSUs was contingent upon the achievement of pre-established performance metrics, as approved by MTS's Compensation and Leadership Development Committee, over a three-year performance period ending with fiscal year 2020.

2. Includes 425.4026 shares purchased on 6/30/20 pursuant to the MTS Employee Stock Purchase Plan.

3. Includes (i) 398 restricted stock units that vest on 4/17/21; (ii) 836 restricted stock units that vest on 12/5/21; and (iii) 2,148 restricted stock units that vest as to 1,074 shares on each of 12/4/21 and 12/4/22.

4. Represents shares withheld for payment of tax liability.

5. Fully exercisable.

6. Options to purchase 1,866 shares vest on 4/17/21.

7. Options to purchase 3,235 shares vest on 12/5/21.

8. Options to purchase 4,521 shares vest on 12/4/21 and options to purchase 4,520 shares vest on 12/4/22.

Remarks:

	/s/ Amanda Lorentz as attorney-in-fact for Brian T. Ross pursuant to Power of Attorney previously filed.	12/17/2020
	** 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.