Edgar Filing: SMITH PETER J

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

SMITH PETER J

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

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

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chairman

(Last)

(First)

(Middle)

SOUTHPOINTE, 275 TECHNOLOGY DRIVE

3. Date of Earliest Transaction (Month/Day/Year)
11/28/2012

(Street)

CANONSBURG, PA 15317

4. If Amendment, Date 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

(City)

(State)

(Zip)

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	11/28/2012		M		18,000	A	$ 16.285	115,725 ⁽¹⁾	D
Common Stock	11/28/2012		M		2,997	A	$ 19.21	118,720 ⁽¹⁾	D
Common Stock	11/28/2012		M		8,912	A	$ 25.625	127,632 ⁽¹⁾	D
Common Stock	11/28/2012		M		3,000	A	$ 26.95	130,632 ⁽¹⁾	D
Common Stock	11/28/2012		M		3,646	A	$ 27.055	134,278 ⁽¹⁾	D
Common Stock	11/28/2012		M		4,500	A	$ 27.405	138,778 ⁽¹⁾	D
Common Stock	11/28/2012		M		3,000	A	$ 28.4	141,778 ⁽¹⁾	D
Common Stock	11/28/2012		M		5,389	A	$ 29.97	147,167 ⁽¹⁾	D
Common Stock	11/28/2012		M		3,000	A	$ 36.68	150,167 ⁽¹⁾	D
Common Stock	11/28/2012		M		4,500	A	$ 38.56	154,667 ⁽¹⁾	D
Common Stock	11/28/2012		M		6,000	A	$ 38.75	160,667 ⁽¹⁾	D
Common Stock	11/28/2012		M		5,077	A	$ 45.65	165,744 ⁽¹⁾	D
Common Stock	11/28/2012		M		4,000	A	$ 46.68	169,744 ⁽¹⁾	D
Common Stock	11/29/2012		S		30,871	D	⁽¹⁵⁾	138,873 ⁽¹⁾	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Option to Purchase

$ 16.285

11/28/2012

18,000

⁽²⁾

05/17/2015

Common Stock

1,800

$ 0

Option to Purchase

$ 19.21

11/28/2012

2,997

⁽³⁾

03/02/2016

Common Stock

2,997

$ 0

1,000

Option to Purchase

$ 25.625

11/28/2012

8,912

⁽⁴⁾

11/15/2013

Common Stock

8,912

$ 0

Option to Purchase

$ 26.95

11/28/2012

3,000

⁽⁵⁾

05/15/2016

Common Stock

3,088

$ 0

1,000

Option to Purchase

$ 27.055

11/28/2012

3,646

⁽⁶⁾

02/26/2014

Common Stock

3,646

$ 0

Option to Purchase

$ 27.405

11/28/2012

4,500

⁽⁷⁾

05/15/2014

Common Stock

4,500

$ 0

Option to Purchase

$ 28.4

11/28/2012

3,000

⁽⁸⁾

11/04/2015

Common Stock

3,000

$ 0

1,000

Option to Purchase

$ 29.97

11/28/2012

5,389

⁽⁹⁾

08/15/2014

Common Stock

5,389

$ 0

Option to Purchase

$ 36.68

11/28/2012

3,000

⁽¹⁰⁾

08/14/2016

Common Stock

3,000

$ 0

1,000

Option to Purchase

$ 38.56

11/28/2012

4,500

⁽¹¹⁾

02/27/2015

Common Stock

4,500

$ 0

Option to Purchase

$ 38.75

11/28/2012

6,000

⁽¹²⁾

11/15/2014

Common Stock

6,000

$ 0

Option to Purchase

$ 45.65

11/28/2012

5,077

⁽¹³⁾

05/15/2015

Common Stock

5,077

$ 0

Option to Purchase

$ 46.68

11/28/2012

4,000

⁽¹⁴⁾

08/15/2015

Common Stock

4,000

$ 0

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SMITH PETER J SOUTHPOINTE 275 TECHNOLOGY DRIVE CANONSBURG, PA 15317	X		Chairman

Signatures

Sheils S. Dinardo, Attorney-In-Fact		11/30/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Includes 7,000 Deferred Stock Units.
(2)	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.
(3)	The option grant of 4,000 shares granted on 03/02/2009 vests 25% annually in equal installments beginning on the first anniversary of the grant.
(4)	The option grant of 12,000 shares granted on 11/15/2006 vests 25% annually in equal installments beginning on the first anniversary of the grant.
(5)	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.
(6)	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.
(7)	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.
(8)	The option grant of 4,000 shares granted on 11/14/2008 vests 25% annually in equal installments beginning on the first anniversary of the grant.
(9)	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.
(10)	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.
(11)	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.
(12)	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.
(13)	The option grant of 6,000 shares granted on 05/15/2008 vests 25% annually in equal installments beginning on the first anniversary of the grant.
(14)	The option grant of 4,000 shares granted on 08/15/2008 vests 25% annually in equal installments beginning on the first anniversary of the grant.
(15)	The trade was executed in a series of transactions with a price range of $65.80 to $66.41 inclusive, with a weighted average price of $66.054151. 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.

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