Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Powell Catherine Lillian
2. Date of Event Requiring Statement (Month/Day/Year)
11/05/2015
3. Issuer Name and Ticker or Trading Symbol
MTS SYSTEMS CORP [MTSC]
(Last)
(First)
(Middle)
14000 TECHNOLOGY DRIVE
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP, General Counsel & CCO
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

EDEN PRAIRIE, MN 55344
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 128.8099 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Restricted Stock Unit   (2)   (2) Common Stock 338 $ (3) D  
Employee Restricted Stock Unit   (4)   (4) Common Stock 373 $ (3) D  
Employee Stock Options   (5) 12/04/2020 Common Stock 2,204 $ 64.9 D  
Employee Stock Options   (6) 12/03/2021 Common Stock 1,531 $ 66.98 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Powell Catherine Lillian
14000 TECHNOLOGY DRIVE
EDEN PRAIRIE, MN 55344
      SVP, General Counsel & CCO  

Signatures

\s\Catherine Powell, Attorney-in-Fact 11/05/2015
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) Includes 16.8099 shares acquired pursuant to the employee stock purchase plan.
(2) The Restricted Stock Units vest in three equal annual installments beginning on 12/4/2014. The original grant on 12/4/2013 was for 507 shares; 169 of those shares vested on 12/4/2014.
(3) Each Restricted Stock Unit represents a contingent right to receive one share of common stock.
(4) The Restricted Stock Units vest in three equal annual installments beginning on 12/3/2015.
(5) The Employee Stock Options vest in three equal annual installments beginning on 12/4/2014. The original grant on 12/4/2013 was for 3307 options; 1103 of those options vested on 12/4/2014.
(6) The stock options vest in three equal annual installments beginning on 12/3/2015.

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