SC 13D/A 1 t81007_sc13da.htm SCHEDULE 13D (AMENDMENT NO. 3)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
(Rule 13d-101)
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2(a)
 
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)*
 
Exa Corporation
 (Name of Issuer)
 
Common Stock, $0.001 par value per share
(Title of Class of Securities)
 
300614500
(CUSIP Number)
 
Michael R. Murphy
Discovery Group I, LLC
191 North Wacker Drive
Suite 1685
Chicago, Illinois 60606
Telephone Number: (312) 265-9600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
December 16, 2014
(Date of Event which Requires Filing of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
 
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on 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.  300614500
     
 
1.
Names of Reporting Persons
Discovery Equity Partners, L.P.
     
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
       
   
(a)
 o
   
(b)
 o
     
 
3.
SEC Use Only
     
 
4.
Source of Funds (See Instructions)
WC
     
 
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
     
 
6.
Citizenship or Place of Organization
Illinois
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
  7.
Sole Voting Power
None.
   
  8.
Shared Voting Power
972,367
   
  9.
Sole Dispositive Power
None.
   
  10.
Shared Dispositive Power
972,367
     
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
972,367
 
 
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
 
 
13.
Percent of Class Represented by Amount in Row (11)
7.0%
 
 
14.
Type of Reporting Person (See Instructions)
PN
 
 
 

 

 
       
CUSIP No.  300614500
 
 
1.
Names of Reporting Persons.
Discovery Group I, LLC
 
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
     
   
(a)
 o
   
(b)
 o
 
 
3.
SEC Use Only
 
 
4.
Source of Funds (See Instructions)
AF
 
 
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
 
 
6.
Citizenship or Place of Organization
Delaware
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
  7.
Sole Voting Power
None.
   
  8.
Shared Voting Power
972,367
   
  9.
Sole Dispositive Power
None.
   
  10.
Shared Dispositive Power
972,367
     
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
972,367
 
 
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
 
 
13.
Percent of Class Represented by Amount in Row (11)
7.0%
 
 
14.
Type of Reporting Person (See Instructions)
IA
 
 
 

 

 
       
CUSIP No.  300614500
 
 
1.
Names of Reporting Persons.
Daniel J. Donoghue
 
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
   
(a)
 o
   
(b)
 o
 
 
3.
SEC Use Only
 
 
4.
Source of Funds (See Instructions)
AF
 
 
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
 
 
6.
Citizenship or Place of Organization
United States of America
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
  7.
Sole Voting Power
None.
   
  8.
Shared Voting Power
972,367
   
  9.
Sole Dispositive Power
None.
   
  10.
Shared Dispositive Power
972,367
     
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
972,367
 
 
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
 
 
13.
Percent of Class Represented by Amount in Row (11)
7.0%
 
 
14.
Type of Reporting Person (See Instructions)
IN
 
 
 

 

 
       
CUSIP No.  300614500
 
 
1.
Names of Reporting Persons.
Michael R. Murphy
 
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
   
(a)
 o
   
(b)
 o
 
 
3.
SEC Use Only
 
 
4.
Source of Funds (See Instructions)
AF
 
 
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
 
 
6.
Citizenship or Place of Organization
United States of America
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
  7.
Sole Voting Power
None.
   
  8.
Shared Voting Power
972,367
   
  9.
Sole Dispositive Power
None.
   
  10.
Shared Dispositive Power
972,367
     
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
972,367
 
 
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
 
 
13.
Percent of Class Represented by Amount in Row (11)
7.0%   
 
 
14.
Type of Reporting Person (See Instructions)
IN
 
 
 

 

 
Item 1.
Security and Issuer
   
 
This Amendment No. 3 to Schedule 13D (“Amendment No. 3”) relates to the Common Stock, $0.001 par value per share (the “Common Stock”), of Exa Corporation, a Delaware corporation (the “Company”), which has its principal executive offices at 55 Network Drive, Burlington, MA 01803. This Amendment No. 3 amends and supplements, as set forth below, the information contained in items 1, 4 and 6 of the Schedule 13D filed by the Reporting Persons with respect to the Company on May 29, 2013, as amended by Amendment No. 1 thereto filed by the Reporting Persons with respect to the Company on  June 5, 2014, and as amended by Amendment No. 2 thereto filed by the Reporting Persons with respect to the Company on September 24, 2014 (as so amended, the “Schedule 13D”).  All capitalized terms used herein but not defined herein have the meanings set forth in the Schedule 13D.  Except as amended by this Amendment No. 3, all information contained in the Schedule 13D is, after reasonable inquiry and to the best of the Reporting Persons’ knowledge and belief, complete and correct as of the date of this Amendment No. 3.
   
Item 4.
Purpose of Transaction
   
 
Item 4 of the Schedule 13D is hereby amended by the addition of the following as the fourth, fifth and sixth paragraphs thereof:
 
On December 16, 2014, Discovery Equity Partners is sending to the Company a shareholder proposal for inclusion in the Company’s Proxy Statement for its 2015 Annual Meeting pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, a copy of which shareholder proposal is attached hereto as Exhibit 1.  The shareholder proposal requests that the Board of Directors approve amendments to the Company’s certificate of incorporation and bylaws to declassify the Company’s board of directors and thereby require that all directors stand for election on an annual basis rather than once every three years.
 
In its letter dated December 16, 2014 to the Company transmitting the shareholder proposal, Discovery Equity Partners states that it feels strongly that the Company must continue to improve its corporate governance and that it believes a large deficiency in the Company’s corporate governance is the continued existence of a classified board.  Discovery Equity Partners further states that, in its opinion, the continued existence of a classified board is archaic and unnecessarily disenfranchises shareholders and that it is therefore requesting that the Company immediately begin the process to declassify its board and move to the annual elections of all directors.
 
In its letter, Discovery Equity Partners further indicates that it hopes the Company’s directors agree with this improvement and approve amendments to the Company’s certificate of incorporation that can be submitted to stockholders not later than the 2015 Annual Meeting, but since it recognizes that the board may not take these actions, Discovery Equity Partners is simultaneously submitting the shareholder proposal to the Company.
   
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
   
 
Item 6 of the Schedule 13D is hereby amended to read in its entirety as follows:
 
There are no contracts, arrangements, understandings or relationships (legal or otherwise) between or among any of the Reporting Persons and any other person with respect to any securities of the Company other than the governing documents of Discovery Group and Discovery Equity Partners, the margin loan facilities referred to under Item 3 above, the Joint Filing Agreement of the Reporting Persons with respect to the Schedule 13D that were included as exhibits thereto, the Joint Filing Agreement of the Reporting Persons with respect to this Amendment No. 3 included as Exhibit 2 to this Amendment No. 3, and the Powers of Attorney granted by Messrs Donoghue and Murphy with respect to reports under Section 13 of the Securities Exchange Act of 1934, as amended, which Powers of Attorney are included as Exhibit 3 and Exhibit 4, respectively, to this Amendment No. 3.
 
 
 

 

 
   
Item 7.
Material to Be Filed as Exhibits
   
 
Exhibit 1:               Shareholder Proposal sent to the Company pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended.
   
 
Exhibit 2:               Joint Filing Agreement dated as of December 16, 2014, by and among Discovery Equity Partners; Discovery Group; Daniel J. Donoghue; and Michael R. Murphy.
   
 
Exhibit 3:               Power of Attorney of Daniel J. Donoghue, dated as of April 28, 2008.
   
 
Exhibit 4:               Power of Attorney of Michael R. Murphy, dated as of April 28, 2008.
 
 
 

 

 
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.
 
 
December 16, 2014
 
Date
 
 
DISCOVERY GROUP I, LLC,
for itself and as general partner of
DISCOVERY EQUITY PARTNERS, L.P.
 
By:  Michael R. Murphy*
 
Signature
 
 
Michael R. Murphy, Managing Member
 
Name/Title
   
 
Daniel J. Donoghue*
 
Signature
 
 
Daniel J. Donoghue
 
Name/Title
   
 
Michael R. Murphy*
 
Signature
 
 
Michael R. Murphy
 
Name/Title
   
 
*By: /s/ Mark Buckley
 
Mark Buckley
Attorney-in-Fact for Daniel J. Donoghue
Attorney-in-Fact for Michael R. Murphy
 
 
 

 

 
Exhibit Index

Exhibit 1
  
Shareholder Proposal sent to the Company pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended.
     
Exhibit 2
  
Joint Filing Agreement dated as of December 16, 2014, by and among Discovery Equity Partners; Discovery Group; Daniel J. Donoghue; and Michael R. Murphy.
     
Exhibit 3
  
Power of Attorney of Daniel J. Donoghue, dated as of April 28, 2008.
     
Exhibit 4
  
Power of Attorney of Michael R. Murphy, dated as of April 28, 2008.