SEC FORM 4

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

LEE JANET

(Last)

(First)

(Middle)

2600 ANSYS 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
X	Officer (give title below)	Other (specify below)
	SVP, GC and Secretary

3. Date of Earliest Transaction (Month/Day/Year)
07/17/2025

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	07/17/2025		D		26,212	D	⁽¹⁾⁽²⁾	19,325	D
Common Stock	07/17/2025		A		2,358⁽³⁾	A	$0	21,683	D
Common Stock	07/17/2025		D		7,746	D	⁽⁴⁾	13,937	D
Common Stock	07/17/2025		D		13,937	D	⁽⁵⁾	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)

Explanation of Responses:

1. 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").

2. At the effective time of the Merger (the "Effective Time"), pursuant to the Merger Agreement, each Issuer restricted stock unit ("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.

3. 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.

4. 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).

5. 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.

Remarks:

	/s/ Janet Lee	07/18/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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