James R. Scapa - Mar 26, 2025 Form 4 Insider Report for Altair Engineering Inc. (ALTR)

Role
Chief Executive Officer, Director, 10%+ Owner
Signature
/s/ Raoul Maitra, attorney-in-fact for James R. Scapa
Stock symbol
ALTR
Transactions as of
Mar 26, 2025
Transactions value $
-$1,948,860,088
Form type
4
Date filed
3/26/2025, 04:52 PM
Previous filing
Mar 19, 2025
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ALTR Class A Common Stock Disposed to Issuer -$21.5M -191K -100% $113.00 0 Mar 26, 2025 Direct F1, F2, F3, F4
transaction ALTR Class A Common Stock Disposed to Issuer -$134K -1.18K -100% $113.00 0 Mar 26, 2025 By wife F1, F3, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction ALTR Class A Common Stock Option Disposed to Issuer -$1.15M -10.7K -100% $107.82 0 Mar 26, 2025 Class A Common Stock 10.7K $5.18 Direct F1, F5, F6, F7
transaction ALTR Class A Common Stock Option Disposed to Issuer -$1.12M -15K -100% $74.89 0 Mar 26, 2025 Class A Common Stock 15K $38.11 Direct F1, F6, F8, F9
transaction ALTR Class A Common Stock Option Disposed to Issuer -$3.31M -40K -100% $82.85 0 Mar 26, 2025 Class A Common Stock 40K $30.15 Direct F1, F6, F10, F11
transaction ALTR Class A Common Stock Option Disposed to Issuer -$2.04M -40K -100% $51.07 0 Mar 26, 2025 Class A Common Stock 40K $61.93 Direct F1, F6, F12, F13
transaction ALTR Class A Common Stock Option Disposed to Issuer -$3.88M -80K -100% $48.46 0 Mar 26, 2025 Class A Common Stock 80K $64.54 Direct F1, F6, F14, F15
transaction ALTR Class A Common Stock Option Disposed to Issuer -$5.45M -114K -100% $47.81 0 Mar 26, 2025 Class A Common Stock 114K $65.19 Direct F1, F6, F16, F17
transaction ALTR Class A Common Stock Option Disposed to Issuer -$4.18M -123K -100% $33.97 0 Mar 26, 2025 Class A Common Stock 123K $79.03 Direct F1, F6, F18, F19
transaction ALTR Class B Common Stock Disposed to Issuer -$1.16B -10.2M -100% $113.00 0 Mar 26, 2025 Class A Common Stock 10.2M $0.00 By James R. Scapa Declaration of Trust dated March 5, 1987 F1, F20, F21, F22
transaction ALTR Class B Common Stock Disposed to Issuer -$749M -6.63M -100% $113.00 0 Mar 26, 2025 Class A Common Stock 6.63M $0.00 By JRS Investments LLC F1, F20, F21, F23
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

James R. Scapa is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 On March 26, 2025, the Company was acquired by Siemens Industry Software Inc. ("Siemens") pursuant to the merger agreement entered into among the Company, Siemens, and Astra Merger Sub Inc., dated as of October 30, 2024.
F2 Includes 0 Class A Common Stock restricted stock units ("RSUs") that are unvested and scheduled to vest on or prior to December 31, 2025, and 129,152 RSUs that are unvested and scheduled to vest on or after January 1, 2026.
F3 Upon the consummation of the merger, each issued and outstanding share of the Company's Class A Common Stock ("Common Stock") was canceled and converted into the right receive $113.00 in cash without interest. Each RSU that was granted under the Company's 2017 Equity Incentive Plan (the "2017 Plan") that was outstanding immediately prior to the consummation of the merger and was scheduled to vest on or before December 31, 2025 was vested, canceled and converted into the right to receive $113.00 in cash without interest.
F4 (continued from footnote 3) Each RSU that was granted under the 2017 Plan that was outstanding immediately prior to the consummation of the merger, and scheduled to vest on or after January 1, 2026 was canceled and converted into the right to receive $113.00 in cash without interest, and will be paid on the last day of the calendar quarter preceding the quarter in which such RSU would have otherwise vested in accordance with the vesting schedule in effect immediately prior to the consummation of the merger, less any applicable withholding taxes, subject to acceleration in certain circumstances.
F5 This option is fully vested.
F6 Each option that was outstanding immediately prior to the consummation of the merger and was scheduled to vest on or before December 31, 2025 was vested, canceled and converted into the right to receive the cash value of the option. Each option that was outstanding immediately prior to the consummation of the merger, and scheduled to vest on or after January 1, 2026 was canceled and converted into a right to receive the cash value of the option, such cash value of the option to be paid on the last day of the calendar quarter preceding the quarter in which such option would have otherwise vested in accordance with the vesting schedule in effect immediately prior to the consummation of the merger, less any applicable withholding taxes, subject to acceleration in certain circumstances.
F7 This option represents an aggregate cash value of $1,153,134.90, representing the difference between the exercise price of the option and $113.00.
F8 This option is fully vested.
F9 This option represents an aggregate cash value of $1,123,350, representing the difference between the exercise price of the option and $113.00.
F10 This option is fully vested.
F11 This option represents an aggregate cash value of $3,314,000, representing the difference between the exercise price of the option and $113.00.
F12 This option is fully vested.
F13 This option represents an aggregate cash value of $2,042,800, representing the difference between the exercise price of the option and $113.00.
F14 Includes 0 shares of Common Stock underlying the options that are unvested and scheduled to vest on or prior to December 31, 2025, and 40,000 shares of Common Stock underlying the options that are unvested and scheduled to vest on or after January 1, 2026.
F15 This option represents an aggregate cash value of $3,876,800, representing the difference between the exercise price of the option and $113.00.
F16 Includes 0 shares of Common Stock underlying the options that are unvested and scheduled to vest on or prior to December 31, 2025, and 57,000 shares of Common Stock underlying the options that are unvested and scheduled to vest on or after January 1, 2026.
F17 This option represents an aggregate cash value of $5,450,340, representing the difference between the exercise price of the option and $113.00.
F18 Includes 0 shares of Common Stock underlying the options that are unvested and scheduled to vest on or prior to December 31, 2025, and 92,250 shares of Common Stock underlying the options that are unvested and scheduled to vest on or after January 1, 2026.
F19 This option represents an aggregate cash value of $4,178,310, representing the difference between the exercise price of the option and $113.00.
F20 Upon the consummation of the merger, each issued and outstanding share of the Company's Class B Common Stock was canceled and converted into the right receive $113.00 in cash without interest.
F21 Each share of the Company's Class B Common Stock was immediately convertible, at the option of the shareholder, into one share of Common stock and automatically convertible into Common Stock upon the occurrence of certain events.
F22 Reporting person serves as Trustee. Reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
F23 Reporting person serves as Manager. Reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.