Edgar Filing: ANSYS INC

Ownership Submission

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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

FAIRBANKS JOSEPH C JR

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
_____ Officer (give title below)	_____ Other (specify below)
VP, Global Sales & Support

(Last)

(First)

(Middle)

SOUTHPOINTE, 275 TECHNOLOGY DRIVE

3. Date of Earliest Transaction (Month/Day/Year)
03/05/2014

(Street)

CANONSBURG, PA 15317

4. If Amendment, Date 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

(City)

(State)

(Zip)

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 ⁽¹⁾	03/05/2014		A		6,100	A	$ 0	32,087 ⁽²⁾	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Performance Restricted Stock Unit

$ 0

03/05/2014

4,600

⁽³⁾

Common Stock

4,600

$ 0

4,600

Performance Restricted Stock Unit

$ 0

03/05/2014

4,600

⁽⁴⁾

Common Stock

4,600

$ 0

4,600

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
FAIRBANKS JOSEPH C JR SOUTHPOINTE 275 TECHNOLOGY DRIVE CANONSBURG, PA 15317			VP, Global Sales & Support

Signatures

Annette Arribas, Attorney-in-Fact		03/07/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Represents restricted stock units (?Restricted Stock Units?) issued under the Issuer?s Fourth Amended and Restated 1996 Stock Option and Grant Plan. The Restricted Stock Units vest 25% annually in equal installments beginning on the first anniversary of the grant date.
(2)	Includes 6,100 Restricted Stock Units.
(3)	Each Performance Restricted Stock Unit (?Performance RSU?) represents a contingent right to receive, pursuant to the Issuer?s Second Amended and Restated Long-Term Incentive Plan, a distribution of the Issuer?s common stock equal to 0% to 150% of the reported target Performance RSUs based on the total shareholder return realized by the Issuer's stockholders, as measured against the percentage appreciation of the NASDAQ Composite Total Returns Index, during a three-year cumulative performance cycle (January 1, 2014 to December 31, 2016). All earned Performance RSUs will vest at the end of the three-year cumulative performance cycle, as well be determined at the first meeting of the Issuer?s compensation committee following December 31, 2016, provided the reporting person remains employed by the Issuer on such date.
(4)	Each Performance Restricted Stock Unit (?Performance RSU?) represents a contingent right to receive, pursuant to the Issuer?s Fourth Amended and Restated 1996 Stock Option and Grant Plan, a distribution of the Issuer?s common stock equal to 0% to 150% of the reported target Performance RSUs based on the achievement of certain performance criteria, as will be determined at the first meeting of the Issuer?s compensation committee following each of December 31, 2014, December 31, 2015 and December 31, 2016, during a three-year cumulative performance cycle. All earned Performance RSUs will vest at the end of the three-year cumulative performance cycle, as well be determined at the first meeting of the Issuer?s compensation committee following December 31, 2016, provided the reporting person remains employed by the Issuer on such date.

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