UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1 – Exit Filing)*
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, 2018
(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
Mark E. Kistner | |||||
| (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:
661,524 * | ||||
| (6) | Shared Voting Power:
0 | |||||
| (7) | Sole Dispositive Power:
661,524 * | |||||
| (8) | Shared Dispositive Power:
0 | |||||
| (9) |
Aggregate Amount Beneficially Owned by Each Reporting Person
661,524* | |||||
| (10) | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):
☐ | |||||
| (11) | Percent of Class Represented by Amount in Row (9)
1.7%* | |||||
| (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 November 8, 2018, there were 38,157,669 shares of the Company’s Class A common stock, $0.0001 par value per share (the “Class A Common Stock”) outstanding as of October 26, 2018. As of December 31, 2018 (the “Event Date”), Mark E. Kistner (the “Reporting Person”) may be deemed to beneficially own an aggregate of 661,524 shares of Class A Common Stock of the Company. The number of shares of Class A Common Stock reported above includes 661,524 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 Person, 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 Person may be deemed to beneficially own 1.7% 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 Person as set forth in Row 9 by (b) the sum of (i) 38,157,669 shares of Class A Common Stock outstanding as of October 26, 2018 and (ii) the 661,524 shares of Class B Common Stock beneficially owned by the Reporting Person 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: |
Mark E. Kistner (the “Reporting Person”)
| 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. Kistner is a citizen of the United States.
| Item 2(d). | Title of Class of Securities: |
Class A common stock, $0.0001 par value per share (the “Class A 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 the persons filing this Statement is provided as of December 31, 2018:
| (a) Amount Beneficially Owned: |
661,524* | |||||||||
| (b) Percent of Class: |
1.7%* | |||||||||
| (c) Number of Shares as to which the person has: |
||||||||||
| (i) Sole power to vote or to direct the vote: | 661,524* | |||||||||
| (ii) Shared power to vote or to direct the vote | 0 | |||||||||
| (iii) Sole power to dispose or to direct the disposition of: | 661,524* | |||||||||
| (iv) Shared power to dispose or to direct the disposition of | 0 | |||||||||
| * | 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 November 8, 2018, there were 38,157,669 shares of the Company’s Class A Common Stock outstanding as of October 26, 2018. As of the Event Date, Reporting Person may be deemed to beneficially own an aggregate of 661,524 shares of Class A Common Stock of the Company. The number of shares of Class A Common Stock reported above includes 661,524 shares of Class B Common Stock. Each share of Class B Common Stock is immediately convertible, at the option of the Reporting Person, 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 Person may be deemed to beneficially own 1.7% 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 Person by (b) the sum of (i) 38,157,669 shares of Class A Common Stock outstanding as of October 26, 2018 and (ii) the 661,524 shares of Class B Common Stock beneficially owned by the Reporting Person that are convertible into Class A Common Stock. |
| Item 5. | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☒.
| 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, 2019 |
||||||
| MARK E. KISTNER | ||||||
| /s/ Raoul Maitra | ||||||
| Name: Raoul Maitra Title: Attorney-in-fact for Mark E. Kistner ** | ||||||
| ** | A power of attorney was previously filed with the Commission and is incorporated herein by reference to Exhibit 99.1 to the Schedule 13G filed by Mark E. Kistner on February 14, 2018. |
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)