Form 4: Altair Engineering Officer Marraccini Reports Share Disposal Following Siemens Acquisition
SEC Form 4
Jeffrey Marraccini, Chief Information Security Officer of Altair Engineering, reports the disposal of shares and options following the acquisition of the company by Siemens Industry Software Inc.
Summary
- Jeffrey Marraccini, an officer at Altair Engineering Inc., filed a Form 4 on March 26, 2025, reporting changes in beneficial ownership of the company's securities.
- The filing indicates that these changes occurred due 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.
- Marraccini disposed of 5,462 shares of Class A Common Stock at a price of $113 per share.
- Additionally, outstanding restricted stock units (RSUs) and options were either vested and converted into cash or converted into the right to receive future cash payments based on their vesting schedules.
- The cash value of options is calculated as the difference between the exercise price and $113.00.
- The filing details the treatment of both vested and unvested RSUs and options, with payments scheduled based on the original vesting schedules, subject to potential acceleration.
Sentiment
Score: 7
Explanation: The document is a standard SEC filing related to a merger, indicating a completed transaction. The sentiment is neutral to positive as shareholders received a cash payout.
Future Outlook
The document outlines the cash conversion of equity awards based on the merger agreement, with future payments tied to original vesting schedules.
Industry Context
The acquisition of Altair Engineering by Siemens Industry Software Inc. reflects a trend of consolidation in the engineering software and simulation space, as larger companies seek to expand their capabilities and market reach.
Comparison to Industry Standards
- Acquisitions in the software industry often result in shareholders receiving a premium over the market price, as seen with Altair's shareholders receiving $113 per share.
- The conversion of equity awards into cash or future cash payments is a standard practice in mergers and acquisitions to ensure fair treatment of employees holding stock options and RSUs.
- Comparable companies that have been acquired in the software space include Ansys' acquisition of Fluent, showcasing the value placed on simulation and engineering software companies.
Stakeholder Impact
- Shareholders received $113.00 in cash for each share of Class A Common Stock.
- Employees holding RSUs and options will receive cash payments based on the vesting schedules of their awards.
Key Dates
| Date | Description |
|---|---|
| October 30, 2024 | Date of the merger agreement between Altair, Siemens, and Astra Merger Sub Inc. |
| March 26, 2025 | Date of the transaction and acquisition of Altair by Siemens Industry Software Inc. |
| March 26, 2025 | Date of Form 4 filing by Jeffrey Marraccini. |
| May 11, 2032 | Expiration date of some Class A Common Stock Options. |
| March 02, 2033 | Expiration date of some Class A Common Stock Options. |
| March 15, 2034 | Expiration date of some Class A Common Stock Options. |
| December 31, 2025 | Date until which RSUs and options were vested, canceled, and converted into the right to receive $113.00 in cash. |
Keywords
Form 4, Beneficial Ownership, Siemens, Merger, Altair Engineering, Acquisition, Shares, Options, RSUs
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