Maria T Shields Form 4 ANSYS / MARIA T SHIELDS 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^*

SHIELDS MARIA T

(Last) (First) (Middle)

2600 ANSYS DRIVE

SOUTHPOINTE

(Street)

CANONSBURG PA 15367

(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)
CFO & VP Finance and Admin.

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2018

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	02/15/2018		M		5,699(1)	A	$0	87,945(5)	D
Common Stock	02/15/2018		M		1,899(2)	A	$0	89,844(5)	D
Common Stock	02/15/2018		M		3,466(3)	A	$0	93,310(5)	D
Common Stock	02/15/2018		F		4,814(4)	D	$162.41	88,496(5)	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Restricted Stock Unit	$0	02/15/2018		M			5,699	(6)	(6)	Common Stock	5,699	$0	0	D
Performance Restricted Stock Unit	$0	02/15/2018		M			1,899	(7)	(7)	Common Stock	1,899	$0	0	D
Performance Restricted Stock Unit	$0	02/15/2018		M			3,466	(8)	(8)	Common Stock	3,466	$0	19,467(9)	D

Explanation of Responses:

1. Awarded under Issuer's Second Amended and Restated Long-Term Incentive Plan. Shares earned upon vesting and settlement of Performance Restricted Stock Units and certification of performance results by the Compensation Committee of 150% of target for each year of cumulative three-year award period.

2. Awarded under the Issuer's Fourth Amended and Restated 1996 Stock Option and Grant Plan. Shares earned upon vesting and settlement of Performance Restricted Stock Units and certification of performance results by the Compensation Committee of 0%, 0% and 150% of target for each year of cumulative three-year award period.

3. Awarded under the Issuer's Fifth Amended and Restated 1996 Stock and Option Grant Plan. Shares earned upon vesting and settlement of 50% of the earned Performance Restricted Stock Units for the annual period ending December 31, 2017, upon certification of performance results by the Compensation Committee of 200% of target for the annual period ended December 31, 2017. The remaining 50% of the earned Performance Restricted Stock Units for such annual period ending December 31, 2017 shall vest, if at all, on December 31, 2019, and upon certification of performance results by the Compensation Committee.

4. Shares withheld for payment of taxes in connection with the vesting and settlement of Performance Restricted Stock Units described in footnotes 1 through 3 above.

5. Includes 27,861 Restricted Stock Units.

6. Awarded under Issuer's Second Amended and Restated Long-Term Incentive Plan. Performance Restricted Stock Units awarded March 5, 2015 represented a contingent right to receive shares of ANSYS Common Stock upon vesting and settlement of Performance Share Units and certification of performance results by the Compensation Committee. See footnote 1 for additional information.

7. Awarded under Issuer's Fourth Amended and Restated 1996 Stock Option and Grant Plan. Performance Restricted Stock Units awarded March 5, 2015 represented a contingent right to receive shares of ANSYS Common Stock upon vesting and settlement of Performance Share Units and certification of performance results by the Compensation Committee. See footnote 2 for additional information.

8. Awarded under the Issuer's Fifth Amended and Restated 1996 Stock and Option Grant Plan. Performance Restricted Stock Units awarded March 5, 2017 represented a contingent right to receive shares of ANSYS Common Stock upon vesting and settlement of Performance Share Units and certification of performance results by the Compensation Committee. See footnote 3 for additional information.

9. Under terms of award, assuming certain target levels are achieved, an additional 19,467 Performance Restricted Stock Units may be earned upon certification of performance results for the remaining award periods. See footnote 3 for additional information.

Remarks:

	Janet Lee, Attorney-in-Fact	02/20/2018
	** Signature of Reporting Person	Date
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