SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

HINDSBO MARK

(Last)

(First)

(Middle)

2600 ANSYS DRIVE

SOUTHPOINTE

(Street)

CANONSBURG

15317

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ANSYS INC [ ANSS ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice President, Marketing

3. Date of Earliest Transaction (Month/Day/Year)
03/05/2017

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	03/05/2017		F		386⁽¹⁾	D	$106.3	9,742⁽⁴⁾	D
Common Stock⁽²⁾	03/05/2017		A		8,000	A	$0	17,742⁽⁵⁾	D
Common Stock⁽³⁾	03/05/2017		A		2,822	A	$0	20,564⁽⁶⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Restricted Stock Unit	$0	03/05/2017		A		1,600		⁽⁷⁾⁽⁸⁾	⁽⁷⁾⁽⁸⁾	Common Stock	1,600	$0	6,000	D
Performance Restricted Stock Unit	$0	03/05/2017		A		6,400		⁽⁹⁾	⁽⁹⁾	Common Stock	6,400	$0	12,400	D

Explanation of Responses:

1. These shares were retained by the Company in order to meet the tax withholding obligations of the Reporting Person in connection with the vesting of an installment of restricted stock units granted to the Reporting Person on March 5, 2016.

2. Represents restricted stock units ("Restricted Stock Units") issued under the Issuer's Fifth Amended and Restated 1996 Stock Option and Grant Plan. The Restricted Stock Units vest 25% annually in equal installments beginning on the first anniversary of the grant date. Each RSU is settled solely for one share of Common Stock.

3. Represents restricted stock units ("Restricted Stock Units") issued under the Issuer's Fifth Amended and Restated 1996 Stock Option and Grant Plan. The Restricted Stock Units vest 20%, 30% and 50% respectively, beginning on the first anniversary of the grant date. Each RSU is settled solely for one share of Common Stock.

4. Includes 7,425 Restricted Stock Units.

5. Includes15,425 Restricted Stock Units.

6. Includes 18,247 Restricted Stock Units.

7. Each Performance Restricted Stock Unit ("Performance RSU") represents a contingent right to receive, pursuant to the Issuer's Fifth Amended and Restated 1996 Stock Option and Grant Plan, a distribution of the Issuer's common stock equal to 0% to 200% of the reported target Performance RSUs based on the achievement of certain performance criteria, as will be determined at the first meeting of the Issuer's compensation committee following each of December 31, 2017, December 31, 2018 and December 31, 2019, during a three-year cumulative performance cycle. One third of the target award is allocated to each year of the three-year performance cycle.

8. Following the determination of the number of Performance RSUs earned for the period ending December 31, 2017 and separately for the period ending December 31, 2018, which will be made at the first meeting of the Issuer's compensation committee following December 31, 2017 and December 31, 2018, respectively, if 100% or more of the Performance RSUs are earned, then 50% of the earned Performance RSUs for such period will vest and settle on such date, with the remaining 50% of the earned Performance RSUs for such period vesting on December 31, 2019, and otherwise, all earned Performance RSUs for such period will vest on December 31, 2019, in all cases, provided that the reporting person remains employed by the Issuer on the applicable vesting date.

9. Each Performance Restricted Stock Unit ("Performance RSU") represents a contingent right to receive, pursuant to the Issuer's Second Amended and Restated Long-Term Incentive Plan, a distribution of the Issuer's common stock equal to 0% to 150% of the reported target Performance RSUs based on the total shareholder return realized by the Issuer's stockholders, as measured against the percentage appreciation in the NASDAQ Composite Index, during a three-year cumulative performance cycle (January 1, 2017 to December 31, 2019). All earned Performance RSUs will vest and settle on December 31, 2019, provided the reporting person remains employed by the Issuer on such date.

Remarks:

	Sheila S. DiNardo, Attorney-in-Fact	03/07/2017
	** 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 4 (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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