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^*

SMITH JOHN F

(Last)

(First)

(Middle)

SOUTHPOINTE

275 TECHNOLOGY DRIVE

(Street)

CANONSBURG

15317

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ANSYS INC [ ANSS ]

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

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Former Director

3. Date of Earliest Transaction (Month/Day/Year)
05/17/2011

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	05/17/2011		M		4,500	A	$27.405	9,563⁽¹⁾	D
Common Stock	05/17/2011		S		4,500	D	⁽²⁾	5,063⁽¹⁾	D
Common Stock	05/17/2011		M		4,500	A	$29.97	9,563⁽¹⁾	D
Common Stock	05/17/2011		S		4,500	D	⁽³⁾	5,063⁽¹⁾	D
Common Stock	05/17/2011		M		4,500	A	$38.56	9,563⁽¹⁾	D
Common Stock	05/17/2011		S		4,500	D	⁽⁴⁾	5,063⁽¹⁾	D
Common Stock	05/17/2011		M		4,500	A	$38.75	9,563⁽¹⁾	D
Common Stock	05/17/2011		S		4,500	D	⁽⁵⁾	5,063⁽¹⁾	D
Common Stock	05/17/2011		M		6,000	A	$23.91	11,063⁽¹⁾	D
Common Stock	05/17/2011		S		6,000	D	⁽⁶⁾	5,063⁽¹⁾	D
Common Stock	05/17/2011		M		6,000	A	$25.625	11,063⁽¹⁾	D
Common Stock	05/17/2011		S		6,000	D	⁽⁷⁾	5,063⁽¹⁾	D
Common Stock	05/17/2011		M		6,000	A	$27.055	11,063⁽¹⁾	D
Common Stock	05/17/2011		S		6,000	D	⁽⁸⁾	5,063⁽¹⁾	D
Common Stock	05/17/2011		M		1,000	A	$26.95	6,063⁽¹⁾	D
Common Stock	05/17/2011		S		1,000	D	⁽⁹⁾	5,063⁽¹⁾	D
Common Stock	05/17/2011		M		1,000	A	$36.68	6,063⁽¹⁾	D
Common Stock	05/17/2011		S		1,000	D	⁽¹⁰⁾	5,063⁽¹⁾	D
Common Stock	05/17/2011		M		1,000	A	$40.89	6,063⁽¹⁾	D
Common Stock	05/17/2011		S		1,000	D	⁽¹¹⁾	5,063⁽¹⁾	D
Common Stock	05/17/2011		M		1,000	A	$44.62	6,063⁽¹⁾	D
Common Stock	05/17/2011		S		1,000	D	⁽¹²⁾	5,063⁽¹⁾	D
Common Stock	05/17/2011		M		21,000	A	$9.4703	26,063⁽¹⁾	D
Common Stock	05/17/2011		S		21,000	D	⁽¹³⁾	5,063⁽¹⁾	D
Common Stock	05/17/2011		M		24,000	A	$16.285	29,063⁽¹⁾	D
Common Stock	05/17/2011		S		24,000	D	⁽¹⁴⁾	5,063⁽¹⁾	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)
Option to Purchase	$27.405	05/17/2011		M			4,500	⁽¹⁵⁾	05/15/2014	Common Stock	4,500	$0	0	D
Option to Purchase	$29.97	05/17/2011		M			4,500	⁽¹⁶⁾	08/15/2014	Common Stock	4,500	$0	0	D
Option to Purchase	$38.56	05/17/2011		M			4,500	⁽¹⁷⁾	02/27/2015	Common Stock	4,500	$0	0	D
Option to Purchase	$38.75	05/17/2011		M			4,500	⁽¹⁸⁾	11/15/2014	Common Stock	4,500	$0	0	D
Option to Purchase	$23.91	05/17/2011		M			6,000	⁽¹⁹⁾	06/30/2016	Common Stock	6,000	$0	0	D
Option to Purchase	$25.625	05/17/2011		M			6,000	⁽²⁰⁾	11/15/2013	Common Stock	6,000	$0	0	D
Option to Purchase	$27.055	05/17/2011		M			6,000	⁽²¹⁾	02/26/2014	Common Stock	6,000	$0	0	D
Option to Purchase	$26.95	05/17/2011		M			1,000	⁽²²⁾	05/15/2016	Common Stock	1,000	$0	0	D
Option to Purchase	$36.68	05/17/2011		M			1,000	⁽²³⁾	08/14/2016	Common Stock	1,000	$0	0	D
Option to Purchase	$40.89	05/17/2011		M			1,000	⁽²⁴⁾	11/16/2016	Common Stock	1,000	$0	0	D
Option to Purchase	$44.62	05/17/2011		M			1,000	⁽²⁵⁾	03/02/2017	Common Stock	1,000	$0	0	D
Option to Purchase	$9.4703	05/17/2011		M			21,000	⁽²⁶⁾	05/13/2014	Common Stock	21,000	$0	0	D
Option to Purchase	$16.285	05/17/2011		M			24,000	⁽²⁷⁾	05/17/2015	Common Stock	24,000	$0	0	D

Explanation of Responses:

1. Includes 2,031 Deferred Stock Units.

2. The trade was executed in a series of transactions with a price range of $55.0525 to $55.36, inclusive, with a weighted average price of $55.120906. The reporting person undertakes to provide to ANSYS, Inc., any security holder of ANSYS, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

3. The trade was executed in a series of transactions with a price range of $55.02250 to $55.07, inclusive, with a weighted average price of $55.060278. The reporting person undertakes to provide to ANSYS, Inc., any security holder of ANSYS, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

4. The trade was executed in a series of transactions with a price range of $55.10 to $55.11, inclusive, with a weighted average price of $55.107476. The reporting person undertakes to provide to ANSYS, Inc., any security holder of ANSYS, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

5. The trade was executed in a series of transactions with a price range of $55.09 to $55.10, inclusive, with a weighted average price of $55.090311. The reporting person undertakes to provide to ANSYS, Inc., any security holder of ANSYS, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

6. The trade was executed in a series of transactions with a price range of $55.0575 to $55.08, inclusive, with a weighted average price of $55.073042. The reporting person undertakes to provide to ANSYS, Inc., any security holder of ANSYS, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

7. The trade was executed in a series of transactions with a price range of $55.02 to $55.06750, inclusive, with a weighted average price of $55.030262. The reporting person undertakes to provide to ANSYS, Inc., any security holder of ANSYS, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

8. The trade was executed in a series of transactions with a price range of $55.00 to $55.0425, inclusive, with a weighted average price of $55.000708. The reporting person undertakes to provide to ANSYS, Inc., any security holder of ANSYS, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

9. The trade was executed in a series of transactions with a price range of $55.00250 to $55.01250, inclusive, with a weighted average price of $55.004. The reporting person undertakes to provide to ANSYS, Inc., any security holder of ANSYS, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

10. The trade was executed in a series of transactions with a price range of $55.065 to $55.08750, inclusive, with a weighted average price of $55.074750. The reporting person undertakes to provide to ANSYS, Inc., any security holder of ANSYS, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

11. The trade was executed in a series of transactions with a price range of $55.0075 to $55.01, inclusive, with a weighted average price of $55.009250. The reporting person undertakes to provide to ANSYS, Inc., any security holder of ANSYS, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

12. The trade was executed in a series of transactions with a price range of $55.015 to $55.0375, inclusive, with a weighted average price of $55.029. The reporting person undertakes to provide to ANSYS, Inc., any security holder of ANSYS, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

13. The trade was executed in a series of transactions with a price range of $55.1175 to $55.30, inclusive, with a weighted average price of $55.165. The reporting person undertakes to provide to ANSYS, Inc., any security holder of ANSYS, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

14. The trade was executed in a series of transactions with a price range of $55.31 to $55.3575, inclusive, with a weighted average price of $55.329469. The reporting person undertakes to provide to ANSYS, Inc., any security holder of ANSYS, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

15. The option grant of 6,000 shares granted on 05/15/2007 vests 25% annually in equal installments beginning on the first anniversary of the grant.

16. The option grant of 6,000 shares granted on 08/15/2007 vests 25% annually in equal installments beginning on the first anniversary of the grant.

17. The option grant of 6,000 shares granted on 02/27/2008 vests 25% annually in equal installments beginning on the first anniversary of the grant.

18. The option grant of 6,000 shares granted on 11/15/2007 vests 25% annually in equal installments beginning on the first anniversary of the grant.

19. The option grant of 6,000 shares granted on 06/30/2006 vests 25% annually in equal installments beginning on the first anniversary of the grant.

20. The option grant of 6,000 shares granted on 11/15/2006 vests 25% annually in equal installments beginning on the first anniversary of the grant.

21. The option grant of 6,000 shares granted on 02/26/2007 vests 25% annually in equal installments beginning on the first anniversary of the grant

22. The option grant of 4,000 shares granted on 05/15/2009 vests 25% annually in equal installments beginning on the first anniversary of the grant.

23. The option grant of 4,000 shares granted on 08/14/2009 vests 25% annually in equal installments beginning on the first anniversary of the grant.

24. The option grant of 4,000 shares granted on 11/16/2009 vests 25% annually in equal installments beginning on the first anniversary of the grant.

25. The option grant of 4,000 shares granted on 05/15/2009 vests 25% annually in equal installments beginning on the first anniversary of the grant.

26. The option grant of 48,000 shares granted on 05/13/2004 vests 25% annually in equal installments beginning on the first anniversary of the grant.

27. The option grant of 24,000 shares granted on 05/17/2005 vests 25% annually in equal installments beginning on the first anniversary of the grant.

	Annette Arribas, Attorney-in-Fact	05/19/2011
	** 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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