Altair Engineering Inc. Investor Relations

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Gayle Brian

(Last)

(First)

(Middle)

C/O ALTAIR ENGINEERING INC.

1820 E. BIG BEAVER ROAD

(Street)

TROY

48083

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/17/2021

3. Issuer Name and Ticker or Trading Symbol
Altair Engineering Inc. [ ALTR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Accounting Officer

5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	15,649⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	⁽²⁾	06/09/2027	Class A Common Stock	1,417	5.18	D
Stock Option (right to buy)	⁽³⁾	03/16/2030	Class A Common Stock	1,091	29.22	D
Stock Option (right to buy)	⁽⁴⁾	06/02/2030	Class A Common Stock	22,500	39.82	D
Stock Option (right to buy)	⁽⁵⁾	12/02/2030	Class A Common Stock	22,500	52.03	D
Stock Option (right to buy)	⁽⁶⁾	03/15/2031	Class A Common Stock	5,443	61.93	D

Explanation of Responses:

1. Includes 3,853 Class A Common Stock restricted stock units that are unvested.

2. The options vest in 4 equal annual installments commencing on June 9, 2017.

3. The options vest in 4 equal annual installments commencing on March 16, 2021.

4. On June 2, 2020, the Reporting Person was granted options covering 22,500 shares of Class A Common Stock. Of such options, options covering 11,250 shares vest on June 2, 2022 and options covering 11,250 shares vest on June 2, 2023.

5. On December 2, 2020, the Reporting Person was granted options covering 22,500 shares of Class A Common Stock. Of such options, options covering 11,250 shares vest on December 2, 2022 and options covering 11,250 shares vest on December 2, 2023.

6. The options vest in 4 equal annual installments commencing on March 15, 2022.

Remarks:

Exhibit List Exhibit 24 - Power of Attorney

	/s/ Raoul Maitra, attorney-in-fact for Brian Gayle	03/18/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

                               POWER OF ATTORNEY

     Known by all those present, that BRIAN GAYLE hereby constitutes and
appoints each of Raoul Maitra, Brian Gayle and Peter Ehrenberg, Esq. as her true
and lawful attorneys-in-fact with respect to Altair Engineering Inc. to:

     (1) prepare, execute in the undersigned's name and on the undersigned's
     behalf, and submit to the U.S. Securities and Exchange Commission (the
     "SEC") a Form ID, including amendments thereto, and any other documents
     necessary or appropriate to obtain codes and passwords enabling the
     undersigned to make electronic filings with the SEC of reports required by
     Section 13 and 16(a) of the Securities Exchange Act of 1934, or any rule or
     regulation of the SEC;

     (2) execute for and on behalf of the undersigned Schedules 13D and 13G, and
     Forms 3, 4 and 5 in accordance with Sections 13 and 16(a) of the Securities
     Exchange Act of 1934 and the rules thereunder;

     (3) do and perform any and all acts for and on behalf of the undersigned
     which may be necessary or desirable to complete and execute any such
     Schedules 13D or 13G, and Forms 3, 4, and 5, complete and execute any
     amendment or amendments thereto, and timely file such form with the SEC and
     any stock exchange or similar authority; and

     (4) take any other action of any type whatsoever in connection with the
     foregoing which, in the opinion of such attorney-in-fact, may be of benefit
     to, in the best interest of, or legally required by, the undersigned,
     including without limitation the execution and filing of a Form 4 with
     respect to a transaction which may be reported on a Form 5, it being
     understood that the documents executed by such attorney-in-fact on behalf
     of the undersigned pursuant to this Power of Attorney shall be in such form
     and shall contain such terms and conditions as such attorney-in-fact may
     approve in such attorney in fact's discretion.

     The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's designated substitute or substitutes, shall lawfully do or
cause to be done by virtue of this Power of Attorney and the rights and powers
herein granted. The undersigned acknowledges that the foregoing attorneys-in-
fact, in serving in such capacity at the request of the undersigned, are not
assuming any of the undersigned's responsibilities to comply with Sections 13
and 16 of the Securities Exchange Act of 1934, as amended, and the rules
thereunder.

     This Power of Attorney shall remain in full force and effect until revoked
by the undersigned in a signed writing delivered to the each foregoing attorney-
in-fact.

     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 11th day of March 2021.

                                                  /s/ Brian Gayle

                                                  Name: BRIAN GAYLE

Sworn and subscribed before me on this 11th day of March 2021 by Brian Gayle.


Samantha Leffler
----------------------
Samantha Leffler, Notary Public
Oakland County, Michigan
My Commission Expires: July 9, 2026