Filing Details
- Accession Number:
- 0001193125-24-033655
- Form Type:
- 13G Filing
- Publication Date:
- 2024-02-12 19:00:00
- Filed By:
- Christ George J
- Company:
- Altair Engineering Inc. (NASDAQ:ALTR)
- Filing Date:
- 2024-02-13
- SEC Url:
- 13G Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| George J. Christ | 10,200,732 | 0 | 10,200,732 | 0 | 10,200,732 | 15.8% |
| Christ Revocable Trust dated May 8 | 5,181,778 | 0 | 5,181,778 | 0 | 5,181,778 | 8.7% |
| GC Investments | 4,644,004 | 0 | 4,644,004 | 0 | 4,644,004 | 7.8% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
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, 2023
(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 persons 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
George J. Christ | |||||
| (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:
10,200,732* | ||||
| (6) | Shared Voting Power:
0 | |||||
| (7) | Sole Dispositive Power:
10,200,732* | |||||
| (8) | Shared Dispositive Power:
0 | |||||
| (9) | Aggregate Amount Beneficially Owned by Each Reporting Person
10,200,732* | |||||
| (10) | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):
☐ | |||||
| (11) | Percent of Class Represented by Amount in Row (9)
15.8% * | |||||
| (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 2, 2023, there were 54,627,196 shares of the Companys Class A common stock, $0.0001 par value per share (the Class A Common Stock) outstanding as of October 16, 2023. George J. Christ (Mr. Christ) is the Trustee of the Christ Revocable Trust dated May 8, 2015 (the Christ Trust), and the Manager of GC Investments, LLC (the GC LLC and, collectively with Mr. Christ and the Christ Trust, the Reporting Persons). Mr. Christ is also the Co-Trustee of The Dana Christ Irrevocable Trust Dated May 8, 2015 (the Dana Trust) and the Co-Trustee of The Lauren Christ Irrevocable Trust Dated May 8, 2015 (the Lauren Trust). As of December 31, 2023 (the Event Date), the Reporting Persons may be deemed to beneficially own an aggregate of 10,200,732 shares of Class A Common Stock of the Company. The number of shares of Class A Common Stock reported above includes (i) 5,181,778 shares of Class B common stock, $0.0001 par value per share (the Class B Common Stock), of the Company held by the Christ Trust, (ii) 4,644,004 shares of Class B Common Stock of the Company held by the GC LLC, (iii) 187,475 shares of Class A Common Stock held by the Dana Trust and (iv) 187,475 shares of Class A Common Stock held by the Lauren Trust. 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 Companys 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 15.8% of the shares of Class A Common Stock issued and outstanding. The percentage was obtained by dividing (a) the number of shares of Class A Common Stock beneficially owned by the Reporting Persons as set forth in Row 9 by (b) the sum of (i) 54,627,196 shares of Class A Common Stock outstanding as of October 16, 2023 and (ii) the 9,825,782 shares of Class A Common Stock issuable upon conversion of the Class B Common Stock. |
CUSIP No. 021369103
| (1) | Names of Reporting Persons
Christ Revocable Trust dated May 8, 2015 | |||||
| (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:
5,181,778* | ||||
| (6) | Shared Voting Power:
0 | |||||
| (7) | Sole Dispositive Power:
5,181,778* | |||||
| (8) | Shared Dispositive Power:
0 | |||||
| (9) | Aggregate Amount Beneficially Owned by Each Reporting Person
5,181,778* | |||||
| (10) | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):
☐ | |||||
| (11) | Percent of Class Represented by Amount in Row (9)
8.7% * | |||||
| (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 November 2, 2023, there were 54,627,196 shares of the Companys Class A common stock, $0.0001 par value per share (the Class A Common Stock) outstanding as of October 16, 2023. George J. Christ (Mr. Christ) is the Trustee of the Christ Revocable Trust dated May 8, 2015 (the Christ Trust). As of December 31, 2023 (the Event Date), the Christ Trust may be deemed to beneficially own an aggregate of 5,181,778 shares of Class A Common Stock of the Company. The number of shares of Class A Common Stock reported above includes 5,181,778 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 Companys 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 Christ Trust may be deemed to beneficially own 8.7% of the shares of Class A Common Stock issued and outstanding. The percentage was obtained by dividing (a) the number of shares of Class A Common Stock beneficially owned by the Christ Trust as set forth in Row 9 by (b) the sum of (i) 54,627,196 shares of Class A Common Stock outstanding as of October 16, 2023 and (ii) the 5,181,778 shares of Class A Common Stock issuable upon conversion of the Class B Common Stock beneficially owned by the Christ Trust. |
CUSIP No. 021369103
| (1) | Names of Reporting Persons
GC 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:
4,644,004* | ||||
| (6) | Shared Voting Power:
0 | |||||
| (7) | Sole Dispositive Power:
4,644,004* | |||||
| (8) | Shared Dispositive Power:
0 | |||||
| (9) | Aggregate Amount Beneficially Owned by Each Reporting Person
4,644,004* | |||||
| (10) | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):
☐ | |||||
| (11) | Percent of Class Represented by Amount in Row (9)
7.8% | |||||
| (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 November 2, 2023, there were 54,627,196 shares of the Companys Class A common stock, $0.0001 par value per share (the Class A Common Stock) outstanding as of October 16, 2023. George J. Christ (Mr. Christ) is the Manager of GC Investments, LLC (the GC LLC). As of December 31, 2023 (the Event Date), the GC LLC may be deemed to beneficially own an aggregate of 4,644,004 shares of Class A Common Stock of the Company. The number of shares of Class A Common Stock reported above includes 4,644,004 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 Companys 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 GC LLC may be deemed to beneficially own 7.8% of the shares of Class A Common Stock issued and outstanding. The percentages were obtained by dividing (a) the number of shares of Class A Common Stock beneficially owned by the GC LLC as set forth in Row 9 by (b) the sum of (i) 54,627,196 shares of Class A Common Stock outstanding as of October 16, 2023 and (ii) the 4,644,004 shares of Class A Common Stock issuable upon conversion of the Class B Common Stock beneficially owned by the GC LLC. |
| Item 1(a). | Name Of Issuer: |
Altair Engineering Inc. (the Company)
| Item 1(b). | Address of Issuers 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) Christ Revocable Trust dated May 8, 2015 (the Christ Trust), (ii) GC Investments, LLC (the GC LLC), and (iii) George J. Christ as the Trustee of the Christ Trust, the Manager of the GC LLC, the Co-Trustee of The Dana Christ Irrevocable Trust Dated May 8, 2015 (the Dana Trust) and the Co-Trustee of The Lauren Christ Irrevocable Trust Dated May 8, 2015 (the Lauren Trust) (Mr. Christ and, collectively with the Christ Trust and the GC LLC, the Reporting Persons).
The 5,181,778 shares of Class B Common Stock held in the aggregate by the Christ Trust, which upon conversion would constitute approximately 8.7% of the shares of Class A Common Stock deemed be outstanding as of October 16, 2023, may be deemed to be beneficially owned indirectly by Mr. Christ.
The 4,644,004 shares of Class B Common Stock held in the aggregate by the GC LLC, which upon conversion would constitute approximately 7.8% of the shares of Class A Common Stock deemed be outstanding as of October 16, 2023, may be deemed to be beneficially owned indirectly by Mr. Christ.
| 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. Christ is a citizen of the United States. The Christ Trust is governed by the laws of Arizona. The GC 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. Christ as Trustee of the Christ Trust, Manager of the GC LLC, Co-Trustee of the Dana Trust and Co-Trustee of the Lauren Trust is provided as of December 31, 2023:
| (a) Amount Beneficially Owned: | 10,200,732 | * | ||
| (b) Percent of Class: | 15.8 | %* | ||
| (c) Number of Shares as to which the person has: | ||||
| (i) Sole power to vote or to direct the vote: | 10,200,732 | * | ||
| (ii) Shared power to vote or to direct the vote | 0 | |||
| (iii) Sole power to dispose or to direct the disposition of: | 10,200,732 | * | ||
| (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 Christ Trust is provided as of December 31, 2023:
| (a) Amount Beneficially Owned: | 5,181,778 | * | ||
| (b) Percent of Class: | 8.7 | %* | ||
| (c) Number of Shares as to which the person has: | ||||
| (i) Sole power to vote or to direct the vote: | 5,181,778 | * | ||
| (ii) Shared power to vote or to direct the vote | 0 | |||
| (iii) Sole power to dispose or to direct the disposition of: | 5,181,778 | * | ||
| (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 GC LLC is provided as of December 31, 2023:
| (a) Amount Beneficially Owned: | 4,644,004 | * | ||
| (b) Percent of Class: | 7.8 | %* | ||
| (c) Number of Shares as to which the person has: | ||||
| (i) Sole power to vote or to direct the vote: | 4,644,004 | * | ||
| (ii) Shared power to vote or to direct the vote | 0 | |||
| (iii) Sole power to dispose or to direct the disposition of: | 4,644,004 | * | ||
| (iv) Shared power to dispose or to direct the disposition of | 0 |
| * | This report on Schedule 13G, is being jointly filed by (i) the Christ Trust, (ii) the GC LLC, and (iii) Mr. Christ, as the Trustee of the Christ Trust, the Manager of the GC LLC, the Co-Trustee of the Dana Trust and the Co-Trustee of the Lauren Trust. |
The 5,181,778 shares of Class B Common Stock held in the aggregate by the Christ Trust, which upon conversion would constitute approximately 8.7% of the shares of Class A Common Stock deemed be outstanding as of October 16, 2023, may be deemed to be beneficially owned indirectly by Mr. Christ.
The 4,644,004 shares of Class B Common Stock held in the aggregate by the GC LLC, which upon conversion would constitute approximately 7.8% of the shares of Class A Common Stock deemed be outstanding as of October 16, 2023, may be deemed to be beneficially owned indirectly by Mr. Christ.
Each of the foregoing beneficial ownership percentages is based upon 54,627,196 shares of Class A Common Stock of the Company outstanding as of October 16, 2023, which is 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 2, 2023.
| 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 13, 2024 |
| GEORGE J. CHRIST |
| /s/ Raoul Maitra |
| Name: Raoul Maitra Title: Attorney-in-fact for George J. Christ ** |
| CHRIST REVOCABLE TRUST DATED MAY 8, 2015 |
| /s/ Raoul Maitra |
| Name: Raoul Maitra Title: Attorney-in-fact for Christ Revocable Trust dated May 8, 2015 ** |
| GC INVESTMENTS, LLC |
| /s/ Raoul Maitra |
| Name: Raoul Maitra Title: Attorney-in-fact for GC Investments, LLC** |
| ** | A power of attorney was previously filed with the Commission and is incorporated herein by reference to Exhibits 99.2, 99.3 and 99.4 to the Schedule 13G filed by George J. Christ 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 representatives 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 | A Joint Filing Agreement was previously filed with the Commission and is incorporated herein by reference to Exhibit 99.1 to the Schedule 13G/A filed by George J. Christ on February 14, 2019. | |