8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 1, 2014

EXA CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware	001-35584	04-3139906
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

55 Network Drive, Burlington, Massachusetts 01803

(Address of principal executive offices) (Zip Code)

(781) 564-0200

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below).

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD

In response to Discovery Group I, LLC’s (“Discovery Group”) communication to the Exa Corporation (“Exa”) Board of Directors, which was included as an exhibit to Discovery Group’s Schedule 13D/A filed on September 24, 2014, on October 1, 2014 Exa’s Chairman of the Board, John J. Shields, sent the letter attached hereto as Exhibit 99.1 to Discovery Group.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

99.1 Letter from John J. Shields, Exa Chairman of the Board, to Michael R. Murphy, Managing Partner of Discover Group.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

EXA CORPORATION
By:	/s/ Richard F. Gilbody
	Richard F. Gilbody
	Chief Financial Officer

Date: October 1, 2014

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Letter from John J. Shields, Exa Chairman of the Board, to Michael R. Murphy, Managing Partner of Discover Group.

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EX-99.1

Exhibit 99.1

September 29, 2014

Mr. Michael R. Murphy

Managing Partner

Discovery Group

191 North Wacker Drive

Suite 1685

Chicago, IL 60606

Dear Mr. Murphy:

This letter is in response to Discovery Group’s September 24 communication to the Exa Board of Directors filed as an amended 13 D exhibit. Exa Corporation’s Board periodically reviews, discusses and deliberates the strategic direction of the company, and weighs all reasonable opportunities, options and risks in the context of optimizing value to all of our shareholders. The full Exa Board has recently met and reviewed your September 24 communication and will take your views, as well as those of other shareholders, into consideration as it continues to act in the best interest of all shareholders.

Sincerely,

/s/ John J. Shields

John J. Shields, Chairman

Exa Corporation Board of Directors