SEC Form 4 · accession 0001214659-17-001731
ANSYS INC · ANSS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Fernando Esquivel
Officer — VP - HUMAN RESOURCES
Period of report
Mar 5, 2017
Accepted (ET)
Mar 7, 2017 · 5:28 pm EST
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, 2017 | M | 8,000 | $0.00 | A | 12,035 | D | |
| Common StockF2,F4 | Mar 5, 2017 | M | 1,881 | $0.00 | A | 13,916 | D |
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,F6 | $0.00 | Mar 5, 2017 | A | 6,400 | A | — | — | Common Stock | 6,400 | 6,400 | D |
| Performance Restricted Stock UnitF7 | $0.00 | Mar 5, 2017 | A | 1,600 | A | — | — | Common Stock | 1,600 | 8,000 | D |
Explanation of responses
- F1Represents Restricted Stock Units ("RSUs") issued under the Fifth Amended and Restated ANSYS, Inc. 1996 Stock Option and Grant Plan. The grant of 8,000 RSUs shall vest 25% annually in equal installments beginning on the first anniversary of the grant date. Each RSU is settled solely for one share of Common Stock.
- F2Represents restricted stock units ("Restricted Stock Units") issued under the Issuer's Fifth Amended and Restated 1996 Stock Option and Grant Plan. The Restricted Stock Units vest 20%, 30% and 50% respectively beginning on the first anniversary of the grant date. Each RSU is settled solely for one share of Common Stock.
- F3Includes 12,000 Restricted Stock Units.
- F4Includes 13,881 Restricted Stock Units.
- F5Each Performance Restricted Stock Unit ("Performance RSU") represents a contingent right to receive, pursuant to the Issuer's Fifth Amended and Restated 1996 Stock Option and Grant Plan, a distribution of the Issuer's common stock equal to 0% to 200% 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, 2017, December 31, 2018 and December 31, 2019, during a three-year cumulative performance cycle. One third of the target award is allocated to each year of the three-year performance cycle.
- F6Following the determination of the number of Performance RSUs earned for the period ending December 31, 2017 and separately for the period ending December 31, 2018, which will be made at the first meeting of the Issuer's compensation committee following December 31, 2017 and December 31, 2018, respectively, if 100% or more of the Performance RSUs are earned, then 50% of the earned Performance RSUs for such period will vest and settle on such date, with the remaining 50% of the earned Performance RSUs for such period vesting on December 31, 2019, and otherwise, all earned Performance RSUs for such period will vest on December 31, 2019, in all cases, provided that the reporting person remains employed by the Issuer on the applicable vesting date.
- F7Each 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 in the NASDAQ Composite Index, during a three-year cumulative performance cycle (January 1, 2017 to December 31, 2019). All earned Performance RSUs will vest and settle on December 31, 2019, provided the reporting person remains employed by the Issuer on such date.