Poduska John William SR Form 4 EXA / JOHN WILLIAM PODUSKA SR ownership change

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^*

PODUSKA JOHN WILLIAM SR

(Last) (First) (Middle)

55 NETWORK DRIVE

(Street)

BURLINGTON MA 01803

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
EXA CORP [ EXA ]

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/09/2016

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/09/2016		M		4,314	A	(1)	60,477	D
Common Stock								15,300	I	See Footnote(2)
Common Stock								50,192	I	See Footnote(3)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	06/09/2016		M			4,314	(4)	(4)	Common Stock	4,314	$0.00	0	D
Restricted Stock Units	(1)	06/14/2016		A		6,097		(5)	(5)	Common Stock	6,097	$0.00	6,097	D

Explanation of Responses:

1. Upon vesting, each restricted stock unit converts into one share of Exa common stock.

2. Represents shares purchased for a trust account over which the reporting person exercises investment control. The reporting person disclaims beneficial ownership except to the extent of his pecuniary interest therein.

3. Shares held by Poduska Family Limited Partnership II. Belmont Management Corporation of which the reporting person's five adult children own all the issued and outstanding shares, is the general partner of Poduska Family Limited Partnership II. The reporting person, under an agreement between Belmont Management Corporation and Eagle's Nest Scientific, Inc., which is wholly owned by the reporting person and of which the reporting person is the president, treasurer and sole director, exercises sole voting and investment power over the shares held by Poduska Family Limited Partnership II.

4. On June 9, 2015, the reporting person was granted 4,314 restricted stock units that vested in full on June 9, 2016.

5. The restricted stock units shall become fully vested on June 14, 2017 or the next annual meeting of the Exa stockholders, whichever is earlier.

Remarks:

	/s/ Daniel S. Clevenger, Attorney-in-Fact for John William Poduska Sr.	06/16/2016
	** 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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