SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Furlong Edmond L.

(Last)

(First)

(Middle)

C/O EXA CORPORATION

55 NETWORK DRIVE

(Street)

BURLINGTON

01803

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/27/2012

3. Issuer Name and Ticker or Trading Symbol
EXA CORP [ EXA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	COO and CFO

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series B Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	9,476	⁽¹⁾	D
Series C Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	5,583	⁽¹⁾	D
Series E Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	991	⁽¹⁾	D
Series G Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	2,479	⁽¹⁾	D
Series H Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	22,336	⁽¹⁾	D
Employee Stock Option (Right to Buy)	09/30/2009⁽²⁾	07/01/2015	Series G Convertible Preferred Stock⁽³⁾	1,500,000⁽³⁾	$0.12	D
Employee Stock Option (Right to Buy)	⁽⁴⁾	07/19/2021	Common Stock	23,076	$11.38	D

Explanation of Responses:

1. The convertible preferred stock is convertible into shares of common stock at any time, at the holder's election, on a 6.5-for-1 basis and has no expiration date.

2. Date option became fully exercisable.

3. Shares of Series G Convertible Preferred stock underlying the option are convertible into shares of common stock at any time, at the holder's election, on a 6.5-for-1 basis and have no expiration date.

4. Option becomes exercisable in quarterly installments over a period of six years following the date of grant as follows: (i) during the first two years following the date of grant, no shares underlying the option will become exercisable; (ii) during the third year following the date of grant, 2.5% of the shares underlying the option will become exercisable at the end of each calendar quarter; (iii) during the fourth year following the date of grant, 5.0% of the shares underlying the option will become exercisable at the end of each calendar quarter; (iv) during the fifth year following the date of grant, 7.5% of the shares underlying the option will become exercisable at the end of each calendar quarter; and (v) during the sixth year following the date of grant, 10% of the shares underlying the option will become exercisable at the end of each calendar quarter.

	/s/ Robert W. Sweet, Jr., Attorney-in-Fact for Edmond L. Furlong	06/27/2012
	** 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 5 (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.
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