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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol EXA CORP [ EXA ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 11/17/2017 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 11/17/2017 | D | 177,730 | D | $24.25(1) | 0 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | (2) | 11/17/2017 | D | 38,000 | (3) | (3) | Common Stock | 38,000 | (3) | 0 | D | ||||
| Stock Option (Right to Buy) | $9.27 | 11/17/2017 | D | 12,679 | (4) | (4) | Common Stock | 12,679 | $14.98(4) | 0 | D | ||||
| Stock Option (Right to Buy) | $13.9 | 11/17/2017 | D | 11,537 | (5) | (5) | Common Stock | 11,537 | $10.35(5) | 0 | D | ||||
| Stock Option (Right to Buy) | $13.9 | 11/17/2017 | D | 3,463 | (6) | (6) | Common Stock | 3,463 | $10.35(6) | 0 | D | ||||
| Stock Option (Right to Buy) | $15.2 | 11/17/2017 | D | 12,000 | (7) | (7) | Common Stock | 12,000 | $9.05(7) | 0 | D | ||||
| Stock Option (Right to Buy) | $11.38 | 11/17/2017 | D | 15,384 | (8) | (8) | Common Stock | 15,384 | $12.87(8) | 0 | D | ||||
| Explanation of Responses: |
| 1. Disposed of upon the effectiveness of the merger of 3DS Acquisition 3 Corp., Inc. ("3DS"), a wholly owned subsidiary of Dassault Systemes Simulia Corp. ("Dassault"), with and into the Issuer on November 17, 2017 pursuant to a merger agreement dated September 27, 2017 among Dassault, 3DS and the Issuer (the "Merger"). |
| 2. Each restricted stock unit represented a contingent right to receive one share of the Issuer's common stock. |
| 3. Upon the effectiveness of the Merger, the restricted stock units became fully vested and were canceled in exchange for a cash payment of $921,500.00 (representing a price of $24.25 per restricted stock unit). |
| 4. Upon the effectiveness of the Merger, the option was canceled in exchange for a cash payment of $189,931.42 (representing the difference between the merger consideration of $24.25 per share and the per share exercise price of the option multiplied by the number of shares subject to the option). |
| 5. Upon the effectiveness of the Merger, the option was canceled in exchange for a cash payment of $119,407.95 (representing the difference between the merger consideration of $24.25 per share and the per share exercise price of the option multiplied by the number of shares subject to the option). |
| 6. Upon the effectiveness of the Merger, the option was canceled in exchange for a cash payment of $35,842.05 (representing the difference between the merger consideration of $24.25 per share and the per share exercise price of the option multiplied by the number of shares subject to the option). |
| 7. Upon the effectiveness of the Merger, the option was canceled in exchange for a cash payment of $108,600.00 (representing the difference between the merger consideration of $24.25 per share and the per share exercise price of the option multiplied by the number of shares subject to the option). |
| 8. Upon the effectiveness of the Merger, the option was canceled in exchange for a cash payment of $197,992.08 (representing the difference between the merger consideration of $24.25 per share and the per share exercise price of the option multiplied by the number of shares subject to the option). |
| Remarks: |
| /s/ Daniel S. Clevenger, Attorney-in-Fact for Jean-Paul Roux | 11/17/2017 | |
| ** 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 Number. | ||