Richard S. Mahoney Form 4 ANSYS / RICHARD S. MAHONEY 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^*

MAHONEY RICHARD S.

(Last)

(First)

(Middle)

2600 ANSYS DR.

(Street)

CANONSBURG

15317

(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)
SVP, WORLDWIDE SALES & SUPPORT

3. Date of Earliest Transaction (Month/Day/Year)
02/16/2022

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/16/2022		A		5,224⁽¹⁾	A	$0	31,706	D
Common Stock	02/16/2022		A		3,918⁽²⁾	A	$0	35,624	D
Common Stock	02/16/2022		F		6,457⁽³⁾	D	$323.6	29,167	D
Common Stock	02/16/2022		A		3,350⁽⁴⁾	A	$0	32,517	D
Common Stock	02/16/2022		A		3,560⁽⁵⁾	A	$0	36,079⁽⁶⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Shares earned upon vesting and settlement of Performance Restricted Stock Units ("Performance RSUs") awarded March 3, 2019, upon certification of performance results by the Compensation Committee at 200% of target for the annual period ended December 31, 2021.

2. Shares earned upon vesting and settlement of Performance RSUs awarded March 3, 2019, upon certification of performance results by the Compensation Committee based on the achievement of total shareholder return relative to the NASDAQ Composite Index, during a three-year cumulative performance cycle, upon certification of performance results by the Compensation Committee at 200% of target for the three-year period ended December 31, 2021.

3. Shares withheld for payment of taxes in connection with the vesting and settlement of previously earned Performance Restricted Stock Units, as well as those described in footnotes 1 and 2 above.

4. Represents the number of Performance Restricted Stock Units earned under the Performance Restricted Stock Unit Award granted March 3, 2020, upon certification of performance results by the Compensation Committee at 200% of target for the annual period ended December 31, 2021. The earned Performance Restricted Stock Units will settle at the end of the performance period on December 31, 2023, upon certification by the Compensation Committee and subject to continued employment.

5. Represents the number of Performance Restricted Stock Units earned under the Performance Restricted Stock Unit Award granted March 3, 2021, upon certification of performance results by the Compensation Committee at 200% of target for the annual period ended December 31, 2021. The earned Performance Restricted Stock Units will settle at the end of the performance period on December 31, 2024, upon certification by the Compensation Committee and subject to continued employment.

6. Includes 22,428 Restricted Stock Units, as well as 20 shares acquired under the ANSYS Employee Stock Purchase Plan.

Remarks:

	/s/ Janet Lee, Attorney-in-Fact	02/18/2022
	** 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.

Richard S. Mahoney Form 4ANSYS / RICHARD S. MAHONEY ownership change