Washington, D.C. 20549


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
Fonseka Gardihewa Upali

(Last) (First) (Middle)

TROY MI 48083

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
3. Issuer Name and Ticker or Trading Symbol
Altair Engineering Inc. [ ALTR ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
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 1,259,108(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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. After giving effect to the closing of the initial public offering, Reporting Person will no longer be subject to Section 16.
Exhibit List Exhibit 24 - Power of Attorney
/s/ Gardihewa Upali Fonseka 10/31/2017
** 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 Gardihewa Upali Fonseka hereby
constitutes and appoints each of Raoul K. Maitra, Steven  M. Rivkin, and Brian
Gayle as his 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

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 23rd day of October, 2017.

                                        /s/ Gardihewa Upali Fonseka
                                        Name: Gardihewa Upali Fonseka

Sworn and subscribed before me on October 23, 2017 by Gardihewa Upali Fonseka.

/s/ Stephanie M. Roehrig
Stephanie M. Roehrig, Notary Public
Oakland County, Michigan
My Commission Expires: October 4, 2021
Acting in Oakland County