FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

CASHMAN JAMES E III
2. Issuer Name and Ticker or Trading Symbol

ANSYS INC [ ANSS ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

2600 ANSYS DRIVE, SOUTHPOINTE
3. Date of Earliest Transaction (MM/DD/YYYY)

2/16/2017
(Street)

CANONSBURG, PA 15367
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Common Stock   2/16/2017     M    3000   (1) A $0   349091   (4) D    
Common Stock   2/16/2017     M    2325   (2) A $0   351416   (4) D    
Common Stock   2/16/2017     F    2455   (3) D $100.43   348961   (4) D    
Common Stock                  64500   I   Reflects shares held in a family limited partnership.  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Restricted Stock Unit   $0   2/16/2017     M         3000      (5)   (5) Common Stock   3000   $0   135307   D    
Performance Restricted Stock Unit   $0   2/16/2017     M         2325      (5)   (5) Common Stock   2325   $0   132982   D    
Performance Restricted Stock Unit   $0   2/16/2017     D   (6)       24675   (6)     (5)   (5) Common Stock   24675   (6) $0   108307   D    

Explanation of Responses:
( 1)  Shares earned due to a performance factor of 60% upon vesting and settlement of Performance Restricted Stock Units and certification of performance result by the Compensation Committee.
( 2)  Shares earned due to a performance factor of 46.5% upon vesting and settlement of Performance Restricted Stock Units and certification of performance results by the Compensation Committee.
( 3)  Shares withheld for payment of taxes in connection with the vesting and settlement of Performance Restricted Stock Units described in footnotes 1 and 2 above.
( 4)  Includes 65,250 Restricted Stock Units.
( 5)  Awarded under Issuer's Second Amended and Restated Long Term Incentive Plan. Performance Restricted Stock Units awarded March 5, 2014 converted into shares of Common Stock upon vesting and settlement of Performance Share Units and certification of performance results by the Compensation Committee.
( 6)  Performance Restricted Stock Units cancelled due to performance goal not being 100% achieved.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
CASHMAN JAMES E III
2600 ANSYS DRIVE
SOUTHPOINTE
CANONSBURG, PA 15367
X



Signatures
Sheila S. DiNardo, Attorney-in-Fact 2/21/2017
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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