Ownership Submission
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 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 *
BACHRACH WILLIAM E
  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)
President-Test
(Last)
(First)
(Middle)
14000 TECHNOLOGY DRIVE
3. Date of Earliest Transaction (Month/Day/Year)
12/03/2016
(Street)

EDEN PRAIRIE, MN 55344
4. If Amendment, Date 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
(City)
(State)
(Zip)
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 12/03/2016   M   642 (1) A $ 0 4,008.8193 D  
Common Stock 12/03/2016   F   216 (2) D $ 53.75 3,792.8193 D  
Common Stock 12/04/2016   M   629 (3) A $ 0 4,421.8193 D  
Common Stock 12/04/2016   F   212 (2) D $ 53.75 4,209.8193 D  

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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 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
Performance Restricted Stock Units (4) 12/03/2016   M     642 12/03/2016(4)   (4) Common Stock 642 (5) $ 0 0 D  
Employee Restricted Stock Unit (6) 12/04/2016   M     629 12/04/2014(7)   (7) Common Stock 629 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
BACHRACH WILLIAM E
14000 TECHNOLOGY DRIVE
EDEN PRAIRIE, MN 55344
      President-Test  

Signatures

 /s/Catherine Powell, Attorney-in-Fact   12/06/2016
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Shares acquired on vesting of performance restricted stock units ("PRSUs").
(2) Shares withheld for payment of tax liability
(3) Shares acquired on vesting of restricted stock units ("RSUs").
(4) Each PRSU represents 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 is contingent upon the achievement of pre-established performance metrics, as approved by the Company's Compensation and Leadership and Development Committee, over a two-year performance period beginning on December 3, 2014 and ending on the two year anniversary of the date of grant.
(5) As a result of the below target performance against the specific performance goal, 642 of the 684 PRSUs originally granted vested and were settled in an equal number of shares of MTS common stock. The remaining 42 PRSUs were forfeited.
(6) Each RSU represents the right to receive, following vesting, one share of MTS common stock.
(7) The RSUs vest in three equal annual installments commencing on December 4, 2014.

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