(1) All amounts have been determined in accordance with Rule 13d-3 under the Exchange Act. A person has beneficial ownership of shares if he or she has the power to vote or dispose of such shares. This power can be exclusive or shared, direct or indirect. For purposes of this
table, a person or group of persons is deemed to have beneficial ownership of any shares of common stock which such person has the right to acquire within 60 days after February 20, 2020. For purposes of computing the percentage of
outstanding shares of common stock held by each person or group of persons named above, any security which such person or persons has or have the right to acquire within 60 days after February 20, 2020 is deemed to be outstanding, but is not
deemed to be outstanding for the purpose of computing the percentage ownership of any other person. As of February 20, 2020, a total of 85,914,375 shares of Common Stock were issued and outstanding. None of the shares reported in the table have
been pledged as security.
(2) Amount includes 27,284 DSUs, 27,234 shares of common stock issuable upon vesting
of RSUs within 60 days of February 20, 2020, and 156,661 shares of common stock issuable upon the exercise of stock options that are currently exercisable.
(3) Amount includes 12,812 shares of common stock issuable upon vesting of RSUs within 60 days of February 20, 2020, and 32,296 shares of common stock issuable upon the exercise of stock options
that are currently exercisable.
(4) Amount includes 9,402 shares of common stock issuable upon vesting of RSUs
within 60 days of February 20, 2020.
(5) Amount includes 7,404 shares of common stock issuable upon
vesting of RSUs within 60 days of February 20, 2020.
(6) Amount includes 3,118 shares of common stock
issuable upon vesting of RSUs within 60 days of February 20, 2020.
(7) Appointed to the Board of
Directors on February 14, 2020, effective as of March 1, 2020.
(8) Amount includes 1,857 DSUs.
(9) Amount includes 21,523 DSUs.
(10) Amount includes 9,417 DSUs.
(11) Amount includes 60,081 DSUs, 188,957 shares of common stock issuable upon the exercise of stock options that are
currently exercisable, and 63,132 RSUs that will vest within 60 days of February 20, 2020.
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who own more than 10% of our outstanding shares of common
stock (collectively Section 16 Persons), to file reports of ownership and changes in ownership with the SEC. The SEC has established specific due dates for these reports and we are required to disclose in this proxy statement any
known late filings or failures to file.
Based solely on our review of Section 16 reports filed electronically with the SEC and written representations from
certain Section 16 Persons, we believe that all Section 16(a) filing requirements applicable to the Section 16 Persons were satisfied, except that, due to an administrative error (i) six Forms 4, each reporting one transaction,
for Messrs. Mahoney, Gopal, Zack, and Emswiler, and Mmes. Lee and Shields relating to the vesting of earned PSUs were filed late on May 29, 2019 and (ii) one Form 4 reporting one transaction for Ms. Scherer relating to an election to
transfer the fair market value of certain vested but not yet settled DSUs to an alternative investment account in accordance with the applicable plan was filed late on November 19, 2019.
2020 Ansys Proxy Statement 49