| Item 3.02 |
Unregistered Sales of Equity Securities |
In June 2019, Altair Engineering Inc., a Delaware corporation (the “Company”), issued $230,000,000 aggregate principal amount of 0.250% Convertible Senior Notes maturing on June 1, 2024 (the “Notes”). The Notes were issued pursuant to a Registration Statement on Form S-3 (File No. 333-231948) and a related prospectus, together with the related prospectus supplement for the underwritten public offering of the Notes, filed with the Securities and Exchange Commission. As of December 31, 2023, Notes with an aggregate principal amount of $81,729,000 remained outstanding
During the period from December 1, 2023 through the close of business on May 31, 2024 (the “Conversion Period”), the outstanding Notes were convertible at the election of the holders in accordance with the terms of the Indenture (as defined herein). During the Conversion Period, Notes with an aggregate principal amount of $81,717,000 were converted. Under the terms of the Base Indenture, dated June 10, 2019, as supplemented by the First Supplemental Indenture, dated June 10, 2019 (as so supplemented, the “Indenture”), relating to the issuance by the Company of the Notes, the Notes so converted were converted into a combination of cash and shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Conversion Shares”). For each $1,000 principal amount of Notes converted, the Company paid cash in the amount of $1,000 and issued 9.75 Conversion Shares (rounded down on a holder by holder basis), calculated on the basis of the trading history of the Company’s Class A Common Stock during a 50 consecutive trading day observation period ended on May 30, 2024. The final settlement in respect of the converted Notes, effected on June 3, 2024, consisted of (i) a cash payment by the Company of $81,717,564.68 and (ii) the issuance by the Company of 796,817 Conversion Shares to converting holders of the Notes, together with a cash payment of interest on the converted Notes for the applicable interest period. The issuance of the Conversion Shares was made in exchange for the converted Notes pursuant to an exemption from the registration requirements of the Securities Act provided by Section 3(a)(9) under the Securities Act.
Outstanding Notes in the aggregate principal amount of $12,000 were not converted during the Conversion Period and matured on June 1, 2024. The principal amount of such unconverted Notes, together with interest for the applicable period, was paid by the Company on June 3, 2024.