SEC Form 4 · accession 0001214659-15-002103
ANSYS INC · ANSS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James E Cashman III
Officer — President and CEO · Director
Period of report
Mar 5, 2015
Accepted (ET)
Mar 9, 2015 · 4:15 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001013462
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F3 | Mar 5, 2015 | F | 1,567 | $86.38 | D | 300,814 | D | |
| Common StockF2,F4 | Mar 5, 2015 | A | 27,000 | $0.00 | A | 327,814 | D | |
| Common Stock | holding | — | — | — | 64,500 | I | Reflects shares held in a family limited partnership. |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Restricted Stock UnitF5 | $0.00 | Mar 5, 2015 | A | 13,500 | A | — | — | Common Stock | 13,500 | 13,500 | D |
| Performance Restricted Stock UnitF6 | $0.00 | Mar 5, 2015 | A | 13,500 | A | — | — | Common Stock | 13,500 | 13,500 | D |
| Performance Restricted Stock UnitF7 | $0.00 | Mar 5, 2015 | A | 46,307 | A | — | — | Common Stock | 46,307 | 46,307 | D |
Explanation of responses
- F1These shares were retained by the Company in order to meet the tax withholding obligations of the Reporting Person in connection with the vesting of an installment of restricted stock units granted to the Reporting Person on March 5, 2014.
- F2Represents 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.
- F3Includes 15,000 Restricted Stock Units.
- F4Includes 42,000 Restricted Stock Units.
- F5Each 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, 2015 to December 31, 2017). All earned Performance RSUs will vest at the end of the three-year cumulative performance cycle, as will be determined at the first meeting of the Issuer's compensation committee following December 31, 2017, provided the reporting person remains employed by the Issuer on such date.
- F6Each 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, 2015, December 31, 2016 and December 31, 2017, 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, 2017, provided the reporting person remains employed by the Issuer on such date.
- F7Each 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, 2015, December 31, 2016 and December 31, 2017, during a three-year performance cycle. Any earned Performance RSUs will vest at the end of the three-year performance cycle, as will be determined at the first meeting of the Issuer's compensation committee following December 31, 2017, provided the reporting person remains employed by the Issuer on such date or, in certain circumstances, is terminated by the Company without cause or dies prior to such date.