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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* SHIELDS MARIA T (Last) (First) (Middle) 2600 ANSYS DRIVE SOUTHPOINTE (Street) CANONSBURG PA 15367 (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) CFO & VP Finance and Admin.
	3. Date of Earliest Transaction (Month/Day/Year) 03/05/2016
	4. If Amendment, Date of Original Filed (Month/Day/Year) 03/08/2016	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock(1)	03/05/2016(9)		F		511(1)	D	$87.06	58,453(4)	D
Common Stock(2)	03/05/2016(9)		F		592(2)	D	$87.06	57,861(5)	D
Common Stock(3)	03/05/2016(9)		A		8,200	A	$0	66,061(6)	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Restricted Stock Unit	$0	03/05/2016(9)		A		4,100		(7)	(7)	Common Stock	4,100	$0	4,100	D
Performance Restricted Stock Unit	$0	03/05/2016(9)		A		4,100		(8)	(8)	Common Stock	4,100	$0	4,100	D

Explanation of Responses:

1. These shares were retained by the Company in order to meet the tax withholding obligations of the Reporting Person in connection with the vesting of an installment of restricted stock units granted to the Reporting Person on March 5, 2014.

2. These shares were retained by the Company in order to meet the tax withholding obligations of the Reporting Person in connection with the vesting of an installment of restricted stock units granted to the Reporting Person on March 5, 2015.

3. Represents restricted stock units ("Restricted Stock Units") issued under the Issuer's Fourth Amended and Restated 1996 Stock Option and Grant Plan. The Restricted Stock Units vest 25% annually in equal installments beginning on the first anniversary of the grant date.

4. Includes 10,650 Restricted Stock Units.

5. Includes 8,750 Restricted Stock Units.

6. Includes 16,950 Restricted Stock Units.

7. Each Performance Restricted Stock Unit ("Performance RSU") represents a contingent right to receive, pursuant to the Issuer's Second Amended and Restated Long-Term Incentive Plan, a distribution of the Issuer's common stock equal to 0% to 150% of the reported target Performance RSUs based on the total shareholder return realized by the Issuer's stockholders, as measured against the percentage appreciation of the NASDAQ Composite Total Returns Index, during a three-year cumulative performance cycle (January 1, 2016 to December 31, 2018). All earned Performance RSUs will vest at the end of the three-year cumulative performance cycle, as will be determined at the first meeting of the Issuer's compensation committee following December 31, 2018, provided the reporting person remains employed by the Issuer on such date.

8. Each Performance Restricted Stock Unit ("Performance RSU") represents a contingent right to receive, pursuant to the Issuer's Fourth Amended and Restated 1996 Stock Option and Grant Plan, a distribution of the Issuer's common stock equal to 0% to 150% of the reported target Performance RSUs based on the achievement of certain performance criteria, as will be determined at the first meeting of the Issuer's compensation committee following each of December 31, 2016, December 31, 2017 and December 31, 2018, during a three-year cumulative performance cycle. All earned Performance RSUs will vest at the end of the three-year cumulative performance cycle, as will be determined at the first meeting of the Issuer's compensation committee following December 31, 2018, provided the reporting person remains employed by the Issuer on such date.

9. This Form 4 amends the Form 4 filed on March 8, 2016 which incorrectly reported the transaction date(s) as March 5, 2015. The correct transaction date should have been reported as of March 5, 2016.

Remarks:

	Sheila S. DiNardo, Attorney-in-Fact	06/17/2016
	** 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 4 (b)(v).
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