Edgar Filing: Becker William C

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 ^*

Becker William C

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, Materials Test Sys

(Last)

(First)

(Middle)

14000 TECHNOLOGY DRIVE

3. Date of Earliest Transaction (Month/Day/Year)
04/17/2018

(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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/17/2018		F		82 ⁽¹⁾	D	$ 52.3	5,355.3374 ⁽²⁾	D
Common Stock	04/17/2018		A		956	A	$ 0	6,311.3374 ⁽³⁾	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (right to buy)

$ 46.25

⁽⁴⁾

04/17/2024

Common Stock

3,245

Stock Option (right to buy)

$ 52.3

04/17/2018

4,480

⁽⁵⁾

04/17/2025

Common Stock

4,480

$ 0

4,480

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Becker William C 14000 TECHNOLOGY DRIVE EDEN PRAIRIE, MN 55344			President, Materials Test Sys

Signatures

/s/ Amanda Lorentz as attorney-in-fact for William C. Becker pursuant to Power of Attorney filed herewith.		04/19/2018
^**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 withheld for payment of tax liability.
(2)	Includes 170.3374 shares purchased on 12/31/17 through the Company's Employee Stock Purchase Plan.
(3)	Includes (i) 444 restricted stock units that vest as to 222 shares on each of 10/17/18 and 10/17/19; (ii) 450 restricted stock units that vest as to 225 shares on each of 4/17/19 and 4/17/20 (previously reported on Table II); and (iii) 956 restricted stock units that vest as to 319 shares on each of 4/17/19 and 4/17/20 and as to 318 shares on 4/17/21.
(4)	Options to purchase 1,082 shares vest on each of 4/17/18 and 4/17/19 and options to purchase 1,081 shares vest on 4/17/20.
(5)	Options to purchase 1,494 shares vest on 4/17/19 and options to purchase 1,493 shares vest on each of 4/17/20 and 4/17/21.

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