Ajei Gopal - 17 Jul 2025 Form 4/A - Amendment Insider Report for ANSYS INC (ANSS)

Signature
/s/ Janet Lee, Attorney-in-Fact
Issuer symbol
ANSS
Transactions as of
17 Jul 2025
Transactions value $
$0
Form type
4/A - Amendment
Date filed
24 Jul 2025, 16:16
Date Of Original Report
18 Jul 2025
Previous filing
14 Jul 2025
Next filing
04 Aug 2025

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Gopal Ajei President and CEO, Director 2600 ANSYS DRIVE, SOUTHPOINTE, CANONSBURG /s/ Janet Lee, Attorney-in-Fact 2025-07-24 0001302712

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ANSS Common Stock Disposed to Issuer -116K -26.68% 318K 17 Jul 2025 Direct F1, F2, F3
transaction ANSS Common Stock Award $0 +16.1K +5.08% $0.00 334K 17 Jul 2025 Direct F4
transaction ANSS Common Stock Disposed to Issuer -53K -15.87% 281K 17 Jul 2025 Direct F5
transaction ANSS Common Stock Disposed to Issuer -281K -100% 0 17 Jul 2025 Direct F6, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Ajei Gopal is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Upon further review of the Form 4 that was filed on July 18, 2025, it was determined that the number of shares of Issuer Common Stock that was reported as beneficially owned and disposed of by the Reporting Person was understated by 71,456 shares and the number of shares of Issuer Common Stock that was reported as underlying the unvested time-based restricted stock units ("RSUs") that were disposed of by the Reporting Person inadvertently included certain performance-based RSUs and was overstated by 36,880 shares. This amendment accurately reflects the Reporting Person's holdings and the transactions that occurred on July 17, 2025.
F2 On July 17, 2025, pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement"), dated January 15, 2024, by and among Synopsys, Inc., a Delaware corporation ("Parent"), ALTA Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent, and the Issuer, the Issuer became a wholly owned subsidiary of Parent (the "Merger").
F3 At the effective time of the Merger (the "Effective Time"), pursuant to the Merger Agreement, each Issuer RSU outstanding and unvested immediately prior to the Effective Time and held by a person who is not a non-employee director of the Issuer was converted into that number of Parent RSUs, rounded to the nearest whole share, equal to the product of (i) the number of shares of Issuer Common Stock subject to such Issuer RSU, including any accrued but unpaid dividend equivalents thereon, multiplied by (ii) the Conversion Ratio (as defined in the Merger Agreement) (each such assumed Issuer RSU, as so adjusted, a "Converted RSU"). Any Converted RSU is subject to the same terms and conditions as were applicable to such Issuer RSU prior to the Effective Time.
F4 Represents a deemed acquisition of shares of Issuer Common Stock underlying unvested performance-based RSUs (each, an "Issuer PSU") based on the attainment of the applicable performance metrics at the (i) actual level of performance for performance periods that lapsed in the ordinary course prior to the Effective Time or (ii) greater of the target or actual level of performance, as determined by the Issuer's board of directors or a committee thereof immediately prior to the Effective Time.
F5 At the Effective Time, pursuant to the Merger Agreement, each Issuer PSU was converted into a Converted RSU and is subject to the same terms and conditions as were applicable to such Issuer PSU prior to the Effective Time (excluding any performance-based vesting conditions).
F6 Includes shares underlying deferred RSUs of the Issuer, which were fully vested on the grant date and settled in connection with and in advance of the consummation of the Merger.
F7 At the Effective Time, pursuant to the Merger Agreement and subject to certain exceptions, each share of Issuer Common Stock outstanding immediately prior to the Effective Time was converted into the right to receive (i) 0.3399 of a share of Parent Common Stock and (ii) $199.91 in cash, without interest.