Form 4: Altair Engineering CFO Matthew Brown Disposes of Shares and Options Following Siemens Acquisition

Sentiment:

SEC Form 4 Filing


Following the acquisition of Altair Engineering by Siemens Industry Software Inc., CFO Matthew Brown reports the disposal of shares and options, converting them into cash rights as per the merger agreement.

Summary

  • Matthew Charles Brown, CFO of Altair Engineering Inc., filed a Form 4 on March 26, 2025, reporting changes in beneficial ownership of securities.
  • The filing is related to the acquisition of Altair by Siemens Industry Software Inc. on March 26, 2025.
  • As a result of the merger, each share of Altair's Class A Common Stock was canceled and converted into the right to receive $113.00 in cash.
  • Outstanding restricted stock units (RSUs) and options were also canceled and converted into the right to receive cash, with vesting schedules impacting the timing of payments.
  • Brown disposed of 66,125 shares of Class A Common Stock at a price of $113 per share.
  • He also disposed of various Class A Common Stock options with exercise prices ranging from $45.91 to $79.03.
  • The cash value of the options represents the difference between the exercise price and $113.00.
  • The total cash value of the disposed options is $7,262,476.36.

Sentiment

Score: 7

Explanation: The document reflects the completion of a significant corporate event (acquisition). While it doesn't inherently convey positive or negative sentiment, the successful completion of the merger and the cash payout to shareholders and option holders can be viewed as a positive outcome. The score reflects a neutral to slightly positive outlook.

Future Outlook

The document does not contain forward-looking statements about the company's future performance, as it focuses on the completion of the acquisition by Siemens and the resulting transactions.

Industry Context

This announcement reflects the completion of a merger and acquisition deal, a common occurrence in the technology industry as companies seek to expand their capabilities and market reach. Siemens' acquisition of Altair suggests a strategic move to strengthen its position in the engineering software market.

Comparison to Industry Standards

  • Mergers and acquisitions in the software industry often involve a premium paid to shareholders, as seen with the $113 per share paid to Altair shareholders.
  • The conversion of stock options and RSUs into cash equivalents is a standard practice in M&A transactions to ensure fair compensation to employees and executives.
  • Comparable companies that have been acquired in the past include Mentor Graphics (acquired by Siemens) and ANSYS (acquired by Synopsis), both of which saw similar treatment of equity awards.

Stakeholder Impact

  • Shareholders received $113 per share in cash.
  • Option holders received the cash value of their options, calculated as the difference between the exercise price and $113.
  • Employees with unvested RSUs and options will receive cash payments based on their vesting schedules.

Key Dates

DateDescription
October 30, 2024Date of the merger agreement between Altair, Siemens, and Astra Merger Sub Inc.
March 26, 2025Date of the acquisition of Altair by Siemens Industry Software Inc. and the transaction date for the reported changes in beneficial ownership.
December 31, 2025Date used to differentiate between RSUs and options that vested before or after this date, impacting the timing of cash payments.
January 1, 2026Date used to differentiate between RSUs and options that vested before or after this date, impacting the timing of cash payments.
January 4, 2031Expiration date of one of the disposed Class A Common Stock options.
December 15, 2032Expiration date of two of the disposed Class A Common Stock options.
March 19, 2032Expiration date of one of the disposed Class A Common Stock options.
March 2, 2033Expiration date of one of the disposed Class A Common Stock options.
March 15, 2034Expiration date of one of the disposed Class A Common Stock options.

Keywords

Form 4, Beneficial Ownership, Siemens, Merger, Acquisition, Altair Engineering, Options, Shares, CFO, Matthew Brown

Disclaimer:The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.