SEC FORM 4

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^*

Gray Jason

(Last)

(First)

(Middle)

5005 WATERIDGE VISTA DRIVE

(Street)

SAN DIEGO

92121

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ACCELRYS, INC. [ ACCL ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
04/29/2014

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/29/2014		U		1,000⁽¹⁾	D	$12.5	0	D
Common Stock	04/29/2014		D		1,000⁽²⁾	D	$12.5	0	D
Common Stock	04/29/2014		D		50,000⁽³⁾	D	⁽⁴⁾	0	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$8.6	04/29/2014		D			100,000	⁽⁵⁾	05/16/2023	Common Stock	100,000	$3.9	0	D

Explanation of Responses:

1. Disposed of pursuant to the Merger Agreement (the "Merger Agreement") among Dassault Systemes Americas Corp., 3DS Acquisition Corp. and Accelrys, Inc. ("Accelrys"), dated as of January 30, 2014, in exchange for an amount in cash equal to $12.50 per share of Accelrys common stock, without interest and subject to any required withholding of taxes.

2. Represents shares acquired under the Accelrys 2005 Employee Stock Purchase Plan acquired on April 25, 2014 and disposed of pursuant to the Merger Agreement in exchange for an amount in cash equal to $12.50 per share of Accelrys common stock, without interest and subject to any required withholding of taxes.

3. Represents shares of Accelrys common stock subject to restricted stock units previously reported on Table I.

4. This restricted stock unit was canceled pursuant to the terms of the Merger Agreement in exchange for an amount in cash, without interest and subject to any required withholding of taxes, equal to the product of (i) the number of shares of Accelrys common stock subject to the restricted stock unit and (ii) $12.50 (the per share merger consideration pursuant to the Merger Agreement).

5. This stock option was canceled pursuant to the terms of the Merger Agreement in exchange for an amount in cash, without interest and subject to any required withholding of taxes, equal to (i) the excess of (a) $12.50 (the per share merger consideration pursuant to the Merger Agreement) minus (b) the exercise price per share of the stock option, multiplied by (ii) the number of shares of Accelrys common stock subject to the stock option.

Remarks:

	Shannon Catalano, attorney in fact	05/01/2014
	** 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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