SEC Form 4 · accession 0001209191-17-061515

EXA CORP · EXA

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

John William Poduska Sr.

Director

Period of report

Nov 17, 2017

Accepted (ET)

Nov 17, 2017 · 4:39 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000890264

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	D/I	Nature of ownership
Common Stock^F1	Nov 17, 2017	D	66,574	$24.25	D	D
Common Stock^F1,F2	Nov 17, 2017	D	15,300	$24.25	D	I	See footnote
Common Stock^F1,F3	Nov 17, 2017	D	50,192	$24.25	D	I	See footnote

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Restricted Stock Units^F5,F4	—	Nov 17, 2017	D	5,353	D	—	—	Common Stock	5,353	D
Stock Option (Right to Buy)^F6	$15.32	Nov 17, 2017	D	2,582	D	—	—	Common Stock	2,582	D
Stock Option (Right to Buy)^F7	$11.38	Nov 17, 2017	D	38,461	D	—	—	Common Stock	38,461	D

Explanation of responses

F1Disposed 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").
F2Represents shares purchased for a trust account over which the reporting person exercises investment control. The reporting person disclaims beneficial ownership except to the extent of his pecuniary interest therein.
F3Shares held by Poduska Family Limited Partnership II. Belmont Management Corporation of which the reporting person's five adult children own all the issued and outstanding shares, is the general partner of Poduska Family Limited Partnership II. The reporting person, under an agreement between Belmont Management Corporation and Eagle's Nest Scientific, Inc., which is wholly owned by the reporting person and of which the reporting person is the president, treasurer and sole director, exercises sole voting and investment power over the shares held by Poduska Family Limited Partnership II.
F4Each restricted stock unit represented a contingent right to receive one share of the Issuer's common stock.
F5Upon the effectiveness of the Merger, the restricted stock units became fully vested and were canceled in exchange for a cash payment of $129,810.25 (representing a price of $24.25 per restricted stock unit).
F6Upon the effectiveness of the Merger, the option was canceled in exchange for a cash payment of $23,057.26 (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).
F7Upon the effectiveness of the Merger, the option was canceled in exchange for a cash payment of $494,993.07 (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).