4/A: ANSYS CEO Ajei Gopal Amends Post-Merger Stock Ownership Disclosure

ANSYS CEO Ajei Gopal filed an amended Form 4 to correct previously reported beneficial ownership and transaction details following the company's merger with Synopsys.

Summary

• An amendment to a Form 4 was filed by Ajei Gopal, President and CEO of ANSYS INC, to correct previously reported beneficial ownership and transaction details.
• The original Form 4, filed on July 18, 2025, understated the number of beneficially owned and disposed shares of Issuer Common Stock by 71,456 shares.
• The original filing also overstated the number of shares underlying unvested time-based restricted stock units (RSUs) disposed of by 36,880 shares, due to the inadvertent inclusion of certain performance-based RSUs.
• The amendment accurately reflects holdings and transactions that occurred on July 17, 2025, the effective date of the merger where ANSYS became a wholly-owned subsidiary of Synopsys, Inc.
• On July 17, 2025, Mr. Gopal disposed of 115,650 shares of Common Stock.
• On the same date, he had a deemed acquisition of 16,136 shares of Common Stock underlying unvested performance-based RSUs (PSUs) at a price of $0.
• Further dispositions on July 17, 2025, included 53,016 shares related to the conversion of Issuer PSUs into Converted RSUs, and 280,977 shares including deferred RSUs that were fully vested and settled.
• At the effective time of the merger, each share of Issuer Common Stock was converted into the right to receive 0.3399 of a share of Parent Common Stock and $199.91 in cash.
• Unvested Issuer RSUs and PSUs were converted into Parent RSUs (Converted RSUs), with PSUs converting based on performance metrics and then losing their performance-based vesting conditions.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. While an amendment indicates an initial error, the prompt correction demonstrates transparency and adherence to regulatory requirements. The underlying event (merger) is significant, but the filing itself is a procedural correction.

Positives

• The filing provides a clear correction to previously misstated beneficial ownership and transaction figures, enhancing transparency.
• The amendment accurately reflects the reporting person's holdings and transactions following the merger.

Negatives

• The initial filing contained errors, requiring an amendment to correct understated dispositions and overstated RSU figures.

Future Outlook

NA

Industry Context

The filing is a direct consequence of the merger between ANSYS, a leading simulation software company, and Synopsys, a prominent electronic design automation (EDA) company. This merger signifies a consolidation trend in the software and technology sectors, aiming to create a more comprehensive design and simulation platform.

Stakeholder Impact

• Shareholders: Provides corrected information regarding the disposition of shares and conversion of equity awards for a key executive following the merger, ensuring accurate public record of insider holdings.
• Regulatory Authorities: Demonstrates compliance with SEC reporting requirements by correcting previously filed information.

Key Dates

Keywords

SEC Form 4/A, Beneficial Ownership, Insider Trading, Stock Transaction, ANSYS, ANSS, Synopsys, Merger, Ajei Gopal, Restricted Stock Units, Performance Stock Units, Equity Compensation, Corporate Governance, Disclosure Amendment