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* DOW H ALLAN (Last) (First) (Middle) 470 EAST PACES FERRY RD (Street) ATLANTA GA 30305 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 03/03/2017	3. Issuer Name and Ticker or Trading Symbol AMERICAN SOFTWARE INC [ AMSWA ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) President	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)
Class A Common Stock	46,154	D

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options	(1)	11/21/2017	Class A Common Stock	70,000	$8.18	D
Stock Options	(2)	12/19/2018	Class A Common Stock	56,000	$7.96	D
Stock Options	(3)	12/19/2019	Class A Common Stock	30,000	$9.79	D
Stock Options	(4)	08/26/2021	Class A Common Stock	24,000	$8.54	D

Explanation of Responses:

1. The option is exercisable in five equal annual installments. The first installment became exercisable on November 21, 2012, and the next four installments became exercisable on November 21, 2013, November 21, 2014, November 21, 2015 and November 21, 2016.

2. The option is exercisable in five equal annual installments. The first installment became exercisable on December 19, 2013, and the next three installments became exercisable on December 19, 2014, December 19, 2015 and December 19, 2016. The last installment becomes exercisable on December 19, 2017.

3. The option is exercisable in five equal annual installments. The first installment became exercisable on December 19, 2014, and the next two installments became exercisable on December 19, 2015 and December 19, 2016. The remaining installments become exercisable on December 19, 2017 and December 19, 2018.

4. The option is exercisable in five equal annual installments. The first installment became exercisable on August 26, 2016. The remaining installments become exercisable on August 26, 2017, August 26, 2018, August 26, 2019 and August 26, 2020.

Remarks:

	/s/ H. Allan Dow	03/24/2017
	** 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).
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