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^*

Powell Catherine Lillian

(Last)

(First)

(Middle)

14000 TECHNOLOGY DRIVE

(Street)

EDEN PRAIRIE

55344

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/05/2015

3. Issuer Name and Ticker or Trading Symbol
MTS SYSTEMS CORP [ MTSC ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, General Counsel & CCO

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)
Common Stock	128.8099⁽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)
Employee Restricted Stock Unit	⁽²⁾	⁽²⁾	Common Stock	338	⁽³⁾	D
Employee Restricted Stock Unit	⁽⁴⁾	⁽⁴⁾	Common Stock	373	⁽³⁾	D
Employee Stock Options	⁽⁵⁾	12/04/2020	Common Stock	2,204	$64.9	D
Employee Stock Options	⁽⁶⁾	12/03/2021	Common Stock	1,531	$66.98	D

Explanation of Responses:

1. Includes 16.8099 shares acquired pursuant to the employee stock purchase plan.

2. The Restricted Stock Units vest in three equal annual installments beginning on 12/4/2014. The original grant on 12/4/2013 was for 507 shares; 169 of those shares vested on 12/4/2014.

3. Each Restricted Stock Unit represents a contingent right to receive one share of common stock.

4. The Restricted Stock Units vest in three equal annual installments beginning on 12/3/2015.

5. The Employee Stock Options vest in three equal annual installments beginning on 12/4/2014. The original grant on 12/4/2013 was for 3307 options; 1103 of those options vested on 12/4/2014.

6. The stock options vest in three equal annual installments beginning on 12/3/2015.

	\s\Catherine Powell, Attorney-in-Fact	11/05/2015
	** 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).
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