UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
ALTAIR ENGINEERING INC.
(Name of Issuer)
CLASS A COMMON STOCK, $0.0001 PAR VALUE PER SHARE
(Title of Class of Securities)
021369103
(CUSIP Number)
December 31, 2017
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 021369103 |
| (1) | Names of Reporting Persons
James Ralph Scapa | |||||
| (2) | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| (3) | SEC Use Only
| |||||
| (4) | Citizenship or Place of Organization
United States | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
(5) | Sole Voting Power:
20,075,420* | ||||
| (6) | Shared Voting Power:
0 | |||||
| (7) | Sole Dispositive Power:
20,075,420* | |||||
| (8) | Shared Dispositive Power:
0 | |||||
| (9) |
Aggregate Amount Beneficially Owned by Each Reporting Person
20,075,420* | |||||
| (10) | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):
☐ | |||||
| (11) | Percent of Class Represented by Amount in Row (9)
43.2%* | |||||
| (12) | Type of Reporting Person
IN | |||||
| * | Based on the information set forth in the Quarterly Report on Form 10-Q of Altair Engineering, Inc. (the “Company”) filed with the Securities and Exchange Commission on December 1, 2017, there were 26,394,996 shares of the Company’s Class A common stock, $0.0001 par value per share (the “Class A Common Stock”) outstanding as of November 27, 2017. James Ralph Scapa (“Mr. Scapa”) is the Trustee of the James R. Scapa Declaration of Trust dated March 5, 1987 (the “Scapa Trust”), and the Manager of JRS Investments, LLC (the “JRS LLC” and, collectively with Mr. Scapa and the Scapa Trust, the “Reporting Persons”). As of December 31, 2017 (the “Event Date”), the Reporting Persons may be deemed to beneficially own an aggregate of 20,075,420 shares of Class A Common Stock of the Company. The number of shares of Class A Common Stock reported above includes (i) 12,651,416 shares of Class B common stock, $0.0001 par value per share (the “Class B Common Stock”), of the Company held by the Scapa Trust and (ii) 7,424,004 shares of Class B Common Stock of the Company held by the JRS LLC. The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to voting and conversion rights. Each share of Class A Common Stock is entitled to one vote per share and each share of Class B Common Stock is entitled to ten votes per share. Each share of Class B Common Stock is immediately convertible, at the option of the Reporting Persons, into one share of Class A Common Stock and shall automatically convert into Class A Common Stock upon the occurrence of certain events. Please see the Company’s Registration Statement filed with the Securities and Exchange Commission on Form S-1 (File No. 333-220710) for a description of the conversion rights. Thus, as of the Event Date, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, the Reporting Persons may be deemed to beneficially own 43.2% of the shares of Class A Common Stock issued and outstanding. Percentages obtained by dividing (a) the number of shares of Class B Common Stock beneficially owned by the Reporting Persons as set forth in Row 9 by (b) the sum of (i) 26,394,996 shares of Class A Common Stock outstanding as of November 27, 2017 and (ii) the 20,075,420 shares of Class B Common Stock beneficially owned by the Reporting Persons that are convertible into Class A Common Stock. |
| CUSIP No. 021369103 |
| (1) | Names of Reporting Persons
James R. Scapa Declaration of Trust dated March 5, 1987 | |||||
| (2) | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| (3) | SEC Use Only
| |||||
| (4) | Citizenship or Place of Organization
United States | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
(5) | Sole Voting Power:
12,651,416* | ||||
| (6) | Shared Voting Power:
0 | |||||
| (7) | Sole Dispositive Power:
12,651,416* | |||||
| (8) | Shared Dispositive Power:
0 | |||||
| (9) |
Aggregate Amount Beneficially Owned by Each Reporting Person
12,651,416* | |||||
| (10) | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):
☐ | |||||
| (11) | Percent of Class Represented by Amount in Row (9)
32.4%* | |||||
| (12) | Type of Reporting Person
OO | |||||
| * | Based on the information set forth in the Quarterly Report on Form 10-Q of Altair Engineering, Inc. (the “Company”) filed with the Securities and Exchange Commission on December 1, 2017, there were 26,394,996 shares of the Company’s Class A common stock, $0.0001 par value per share (the “Class A Common Stock”) outstanding as of November 27, 2017. James Ralph Scapa (“Mr. Scapa”) is the Trustee of the James R. Scapa Declaration of Trust dated March 5, 1987 (the “Scapa Trust”). As of December 31, 2017 (the “Event Date”), Mr. Scapa and the Scapa Trust may be deemed to beneficially own an aggregate of 12,651,416 shares of Class A Common Stock of the Company. The number of shares of Class A Common Stock reported above includes 12,651,416 shares of Class B common stock, $0.0001 par value per share (the “Class B Common Stock”), of the Company. The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to voting and conversion rights. Each share of Class A Common Stock is entitled to one vote per share and each share of Class B Common Stock is entitled to ten votes per share. Each share of Class B Common Stock is immediately convertible, at the option of the Reporting Persons, into one share of Class A Common Stock and shall automatically convert into Class A Common Stock upon the occurrence of certain events. Please see the Company’s Registration Statement filed with the Securities and Exchange Commission on Form S-1 (File No. 333-220710) for a description of the conversion rights. Thus, as of the Event Date, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Mr. Scapa and the Scapa Trust may be deemed to beneficially own 32.4% of the shares of Class A Common Stock issued and outstanding. Percentages obtained by dividing (a) the number of shares of Class B Common Stock beneficially owned by Mr. Scapa and the Scapa Trust as set forth in Row 9 by (b) the sum of (i) 26,394,996 shares of Class A Common Stock outstanding as of November 27, 2017 and (ii) the 12,651,416 shares of Class B Common Stock beneficially owned by Mr. Scapa and the Scapa Trust that are convertible into Class A Common Stock. |
| CUSIP No. 021369103 |
| (1) | Names of Reporting Persons
JRS Investments, LLC | |||||
| (2) | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| (3) | SEC Use Only
| |||||
| (4) | Citizenship or Place of Organization
United States | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
(5) | Sole Voting Power:
7,424,004* | ||||
| (6) | Shared Voting Power:
0 | |||||
| (7) | Sole Dispositive Power:
7,424,004* | |||||
| (8) | Shared Dispositive Power:
0 | |||||
| (9) |
Aggregate Amount Beneficially Owned by Each Reporting Person
7,424,004* | |||||
| (10) | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):
☐ | |||||
| (11) | Percent of Class Represented by Amount in Row (9)
22.0%* | |||||
| (12) | Type of Reporting Person
OO | |||||
| * | Based on the information set forth in the Quarterly Report on Form 10-Q of Altair Engineering, Inc. (the “Company”) filed with the Securities and Exchange Commission on December 1, 2017, there were 26,394,996 shares of the Company’s Class A common stock, $0.0001 par value per share (the “Class A Common Stock”) outstanding as of November 27, 2017. James Ralph Scapa (“Mr. Scapa”) is the Manager of JRS Investments, LLC (the “JRS LLC”). As of December 31, 2017 (the “Event Date”), Mr. Scapa and the JRS LLC may be deemed to beneficially own an aggregate of 7,424,004 shares of Class A Common Stock of the Company. The number of shares of Class A Common Stock reported above includes 7,424,004 shares of Class B common stock, $0.0001 par value per share (the “Class B Common Stock”), of the Company. The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to voting and conversion rights. Each share of Class A Common Stock is entitled to one vote per share and each share of Class B Common Stock is entitled to ten votes per share. Each share of Class B Common Stock is immediately convertible, at the option of the Reporting Persons, into one share of Class A Common Stock and shall automatically convert into Class A Common Stock upon the occurrence of certain events. Please see the Company’s Registration Statement filed with the Securities and Exchange Commission on Form S-1 (File No. 333-220710) for a description of the conversion rights. Thus, as of the Event Date, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Mr. Scapa and the JRS LLC may be deemed to beneficially own 22.0% of the shares of Class A Common Stock issued and outstanding. Percentages obtained by dividing (a) the number of shares of Class B Common Stock beneficially owned by Mr. Scapa and the JRS LLC as set forth in Row 9 by (b) the sum of (i) 26,394,996 shares of Class A Common Stock outstanding as of November 27, 2017 and (ii) the 7,424,004 shares of Class B Common Stock beneficially owned by Mr. Scapa and the JRS LLC that are convertible into Class A Common Stock. |
| Item 1(a). | Name Of Issuer: |
Altair Engineering Inc. (the “Company”)
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
1820 E. Big Beaver Road
Troy, MI 48083
| Item 2(a). | Name of Person Filing: |
This report on Schedule 13G (this “Schedule 13G”), is being jointly filed by (i) James R. Scapa Declaration of Trust dated March 5, 1987 (the “Scapa Trust”), (ii) JRS Investments, LLC (the “JRS LLC”), and (iii) James Ralph Scapa, as the Trustee of the Scapa Trust and the Manager of the JRS LLC (“Mr. Scapa” and, collectively with the Scapa Trust and the JRS LLC, the “Reporting Persons”).
The 12,651,416 shares of Class B Common Stock held in the aggregate by the Scapa Trust, which upon conversion would constitute approximately 32.4% of the shares of Class A Common Stock deemed be outstanding as of November 27, 2017, may be deemed to be beneficially owned indirectly by Mr. Scapa.
The 7,424,004 shares of Class B Common Stock held in the aggregate by the JRS LLC, which upon conversion would constitute approximately 22.0% of the shares of Class A Common Stock deemed be outstanding as of November 27, 2017, may be deemed to be beneficially owned indirectly by Mr. Scapa.
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
The address for the Reporting Persons is:
c/o Altair Engineering Inc.
1820 E. Big Beaver Road
Troy, MI 48083
| Item 2(c). | Citizenship: |
Mr. Scapa is a citizen of the United States. The Scapa Trust is governed by the laws of Michigan. The JRS LLC is organized under the laws of Michigan.
| Item 2(d). | Title of Class of Securities: |
Class A common stock, $0.0001 par value per share (the “Common Stock”)
| Item 2(e). | CUSIP No.: |
021369103
| Item 3. | If This Statement Is Filed Pursuant to Section 240.13d-1(b) or 240.13d-2(b) or (c), check whether the Person Filing is a: |
Not Applicable.
| Item 4. | Ownership: |
As reported in the cover pages to this report, the ownership information with respect to the ownership of the Class A Common Stock of the Company by Mr. Scapa as Trustee of the Scapa Trust and Manager of the JRS LLC is provided as of December 31, 2017:
| (a) Amount Beneficially Owned: |
20,075,420 | * | ||
| (b) Percent of Class: |
43.2 | %* | ||
| (c) Number of Shares as to which the person has: |
||||
| (i) Sole power to vote or to direct the vote: |
20,075,420 | * | ||
| (ii) Shared power to vote or to direct the vote |
0 | |||
| (iii) Sole power to dispose or to direct the disposition of: |
20,075,420 | * | ||
| (iv) Shared power to dispose or to direct the disposition of |
0 | |||
As reported in the cover pages to this report, the ownership information with respect to the ownership of the Class A Common Stock of the Company by the Scapa Trust is provided as of December 31, 2017:
| (a) Amount Beneficially Owned: |
12,651,416 | * | ||
| (b) Percent of Class: |
32.4 | %* | ||
| (c) Number of Shares as to which the person has: |
||||
| (i) Sole power to vote or to direct the vote: |
12,651,416 | * | ||
| (ii) Shared power to vote or to direct the vote |
0 | |||
| (iii) Sole power to dispose or to direct the disposition of: |
12,651,416 | * | ||
| (iv) Shared power to dispose or to direct the disposition of |
0 | |||
As reported in the cover pages to this report, the ownership information with respect to the ownership of the Class A Common Stock of the Company by the JRS LLC is provided as of December 31, 2017:
| (a) Amount Beneficially Owned: |
7,424,004 | * | ||
| (b) Percent of Class: |
22.0 | %* | ||
| (c) Number of Shares as to which the person has: |
||||
| (i) Sole power to vote or to direct the vote: |
7,424,004 | * | ||
| (ii) Shared power to vote or to direct the vote |
0 | |||
| (iii) Sole power to dispose or to direct the disposition of: |
7,424,004 | * | ||
| (iv) Shared power to dispose or to direct the disposition of |
0 | |||
| * | This report on Schedule 13G, is being jointly filed by (i) the Scapa Trust, (ii) the JRS LLC, and (iii) Mr. Scapa, as the Trustee of the Scapa Trust and the Manager of the JRS LLC. |
The 12,651,416 shares of Class B Common Stock held in the aggregate by the Scapa Trust, which upon conversion would constitute approximately 32.4% of the shares of Class A Common Stock deemed be outstanding as of November 27, 2017, may be deemed to be beneficially owned indirectly by Mr. Scapa.
The 7,424,004 shares of Class B Common Stock held in the aggregate by the JRS LLC, which upon conversion would constitute approximately 22.0% of the shares of Class A Common Stock deemed be outstanding as of November 27, 2017, may be deemed to be beneficially owned indirectly by Mr. Scapa.
The foregoing beneficial ownership percentage is based upon (i) 26,394,996 shares of Class A Common Stock of the Company outstanding as of November 27, 2017, based on the information set forth in the Quarterly Report on Form 10-Q of the Company, filed with the Securities and Exchange Commission on December 1, 2017.
| Item 5. | Ownership of Five Percent or Less of a Class |
Not Applicable.
| Item 6. | Ownership of More Than Five Percent on Behalf of Another Person |
Not Applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person |
Not Applicable.
| Item 8. | Identification and Classification of Members of the Group |
Not Applicable.
| Item 9. | Notice of Dissolution of Group |
Not Applicable.
| Item 10. | Certification |
Not Applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2018
| JAMES RALPH SCAPA
|
| /s/ Raoul Maitra |
| Name: Raoul Maitra Title: Attorney-in-fact for James Ralph Scapa
|
| JAMES R. SCAPA DECLARATION OF TRUST DATED MARCH 5, 1987
|
| /s/ Raoul Maitra |
| Name: Raoul Maitra Title: Attorney-in-fact for James R. Scapa Declaration of Trust dated March 5, 1987
|
| JRS INVESTMENTS, LLC
|
| /s/ Raoul Maitra |
| Name: Raoul Maitra Title: Attorney-in-fact for JRS Investments, LLC |
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement: Provided, however, That a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).
Exhibit Index
| Exhibit No. |
Exhibit | |
| 99.1 | Joint Filing Agreement dated as of February 14, 2018 by and between James Ralph Scapa, James R. Scapa Declaration of Trust dated March 5, 1987 and JRS Investments, LLC | |
| 99.2 | Power of Attorney for James Ralph Scapa | |
| 99.3 | Power of Attorney for James R. Scapa Declaration of Trust dated March 5, 1987 | |
| 99.4 | Power of Attorney for JRS Investments, LLC | |
Exhibit 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A Common Stock, par value $0.0001 per share, of Altair Engineering Inc., and further agree that this Joint Filing Agreement be included as Exhibit 99.1 to such Schedule 13G. In evidence thereof, the undersigned hereby execute this agreement this 14th day of February, 2018.
| JAMES RALPH SCAPA
|
| /s/ Raoul Maitra |
| Name: Raoul Maitra Title: Attorney-in-fact for James Ralph Scapa
|
| JAMES R. SCAPA DECLARATION OF TRUST DATED MARCH 5, 1987
|
| /s/ Raoul Maitra |
| Name: Raoul Maitra Title: Attorney-in-fact for James R. Scapa Declaration of Trust dated March 5, 1987
|
| JRS INVESTMENTS, LLC
|
| /s/ Raoul Maitra |
| Name: Raoul Maitra Title: Attorney-in-fact for JRS Investments, LLC |
Exhibit 99.2
POWER OF ATTORNEY
Known by all those present, that James R. Scapa 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 attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 17th day of October, 2017.
| /s/ James R. Scapa |
| Name: James R. Scapa |
Sworn and subscribed before me on October 17, 2017 by James R. Scapa.
| /s/ Stephanie M. Roehrig |
| Stephanie M. Roehrig, Notary Public Oakland County, Michigan My Commission Expires: October 4, 2021 Acting in Oakland County |
Exhibit 99.3
POWER OF ATTORNEY
Known by all those present, that James R. Scapa Declaration of Trust hereby constitutes and appoints each of Raoul K. Maitra, Steven M. Rivkin, and Brian Gayle as its 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 17th day of October, 2017.
| /s/ James R. Scapa |
| Name: James R. Scapa |
| Its: Trustee |
Sworn and subscribed before me on October 17, 2017 by James R. Scapa.
| /s/ Stephanie M. Roehrig |
| Stephanie M. Roehrig, Notary Public |
| Oakland County, Michigan |
| My Commission Expires: October 4, 2021 |
| Acting in Oakland County |
Exhibit 99.4
POWER OF ATTORNEY
Known by all those present, that JRS Investments LLC hereby constitutes and appoints each of Raoul K. Maitra, Steven M. Rivkin, and Brian Gayle as its 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 17th day of October, 2017.
| /s/ James R. Scapa |
| Name: James R. Scapa |
| Its: Manager |
Sworn and subscribed before me on October 17, 2017 by James R. Scapa.
| /s/ Stephanie M. Roehrig |
| Stephanie M. Roehrig, Notary Public |
| Oakland County, Michigan |
| My Commission Expires: October 4, 2021 |
| Acting in Oakland County |