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*
Remondi Stephen A.

(Last) (First) (Middle)
C/O EXA CORPORATION
55 NETWORK DRIVE

(Street)
BURLINGTON MA 01803

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
EXA CORP [ EXA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
CEO & President
3. Date of Earliest Transaction (Month/Day/Year)
07/03/2012
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)
Code V Amount (A) or (D) Price
Common Stock 07/03/2012 C 4,600 A (1) 10,892 D
Common Stock 07/03/2012 C 23,636 A (1) 34,528 D
Common Stock 07/03/2012 C 13,927 A (1) 48,455 D
Common Stock 07/03/2012 C 2,473 A (1) 50,928 D
Common Stock 07/03/2012 C 98,492 A (1) 149,420 D
Common Stock 07/03/2012 C 55,713 A (1) 205,133 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Convertible Preferred Stock (1) 07/03/2012 C 29,900 (1) (1) Common Stock 4,600 (1) 0 D
Series B Convertible Preferred Stock (1) 07/03/2012 C 153,636 (1) (1) Common Stock 23,636 (1) 0 D
Series C Convertible Preferred Stock (1) 07/03/2012 C 90,529 (1) (1) Common Stock 13,927 (1) 0 D
Series E Convertible Preferred Stock (1) 07/03/2012 C 16,080 (1) (1) Common Stock 2,473 (1) 0 D
Series G Convertible Preferred Stock (1) 07/03/2012 C 640,201 (1) (1) Common Stock 98,492 (1) 0 D
Series H Convertible Preferred Stock (1) 07/03/2012 C 362,135 (1) (1) Common Stock 55,713 (1) 0 D
Employee Stock Option (Right to Buy) $0.12 07/03/2012 C 3,800,000 09/30/2009(2) 07/01/2015 Series G Convertible Preferred Stock 3,800,000 (3) 0 D
Employee Stock Option (Right to Buy) $0.78 07/03/2012 C 584,615 (4) 07/01/2015 Common Stock 584,615 (3) 584,615 D
Explanation of Responses:
1. On July 3, 2012, in connection with the completion of the issuer's initial public offering, all shares of convertible preferred stock converted into common stock on a 6.5-for-1 basis.
2. Date option became fully exercisable.
3. On July 3, 2012, in connection with the completion of the issuer's initial public offering, all shares of convertible preferred stock underlying the option converted into shares of common stock on a 6.5-for-1 basis. As a result of the conversion, the exercise price per share of the option was proportionately increased.
4. Immediately exercisable.
/s/ Robert W. Sweet, Jr., Attorney-in-Fact for Stephen A. Remondi 07/03/2012
** 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).
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