SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

~~OF THE~~ SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~September~~ November 2717, 2017

EXA CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware

001-35584

04-3139906

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

55 Network Drive, Burlington, Massachusetts 01803

(Address of principal executive offices) (Zip Code)

(781) 564-0200

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below).

☐ o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒ x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒ x

~~Item 1~~Introduction.~~01 Entry Into a Material Definitive Agreement.~~

OnAs previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on September 2728, 2017, by Exa Corporation (the “Company”), the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated as of September 27, 2017, with Dassault Systemes Simulia Corp., a Rhode Island corporation (“~~Dassault Systemes~~Parent”), and 3DS Acquisition 3 Corp., a wholly owned subsidiary of ~~Dassault~~Parent ~~Systemes~~ (“Purchaser”). Pursuant to the ~~terms~~Merger ofAgreement, ~~the~~on ~~Merger~~October 12, ~~Agreement~~2017, Purchaser ~~will~~commenced ~~commence~~ a tender offer ~~(the “Offer”)~~ to purchase all of the outstanding shares of common stock, par value $0.001 per share, of the Company (the ~~“Company~~ ~~Common Stock~~“Shares”), at a price per share of $24.25, payable net to the ~~seller~~ holder thereof in cash, without interest (the “Offer Price”), ~~and~~ subject to ~~deduction for~~ any ~~required~~ withholding of taxes. ~~Purchaser~~required isby ~~obligated~~applicable tolaw, ~~commence~~upon the ~~Offer~~terms ~~as promptly as practicable,~~ and insubject ~~any~~to ~~event~~the ~~within~~conditions ~~10 business~~set ~~days~~forth ~~following~~in the ~~date~~Offer ofto ~~the~~Purchase ~~Merger~~dated ~~Agreement~~October 12, ~~and~~2017 (as amended, the “Offer ~~will~~to ~~remain~~Purchase”) ~~open~~and ~~for~~in 21the ~~business~~related ~~days~~Letter ~~from~~of ~~the~~Transmittal ~~date~~(which, oftogether ~~commencement~~with of the Offer to Purchase, ~~subject~~as toeach ~~extension~~has inbeen ~~accordance~~amended ~~with~~or ~~the~~supplemented ~~terms~~from oftime ~~the~~to ~~Merger~~time, ~~Agreement.~~constitute the “Offer”).

~~The~~Item ~~consummation~~2.01 ofCompletion ~~the Offer is subject to customary closing conditions, including, among other things, (i) the valid tender~~ of ~~shares of~~Acquisition ~~Company Common Stock representing a majority of the total outstanding shares of Company Common Stock, calculated on a fully diluted basis, (ii) the expiration~~ or ~~termination~~Disposition of all applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and (iii) other conditions to the Offer set forth in Annex I to the Merger AgreementAssets. ~~The consummation of the Offer is not subject to any financing condition.~~

~~Upon~~The Offer and withdrawal rights expired at 12:00 midnight, New York City time, at the ~~completion~~end of the ~~Offer~~day on November 16, ~~and~~2017 ~~subject~~(such todate and time, the ~~satisfaction~~“Expiration orTime”). ~~waiver~~Computershare ofTrust Company, N.A., the ~~conditions~~depositary ~~set~~for ~~forth~~the inOffer, has advised that, as of the ~~Merger Agreement~~Expiration Time, ~~Purchaser~~12,383,691 ~~will~~Shares behad ~~merged~~been ~~with~~validly tendered and ~~into~~not ~~the~~properly ~~Company,~~withdrawn ~~with~~pursuant to the ~~Company~~Offer, ~~surviving~~representing asapproximately a71% ~~wholly~~of ~~owned~~the ~~subsidiary~~aggregate number of ~~Dassault~~the ~~Systemes~~then ~~(the~~issued ~~“Merger”)~~and outstanding Shares. ~~The~~In ~~Merger~~addition, ~~Agreement~~the ~~provides~~depositary has advised that, as of the ~~Merger~~Expiration ~~will~~Time, be18,202 ~~governed~~Shares had been tendered by ~~Section 251(h)~~ Notice of ~~the~~Guaranteed ~~Delaware~~Delivery, ~~General~~representing ~~Corporation~~less ~~Law~~than (1% of the ~~“DGCL”)~~aggregate number of the then issued and ~~shall~~outstanding beShares. ~~effected~~Accordingly, bythe ~~Purchaser~~minimum ~~and~~tender condition to the ~~Company~~Offer ashas ~~soon~~been assatisfied. ~~practicable~~As ~~following~~a result of the ~~consummation~~satisfaction of the foregoing condition and each of the other conditions to the Offer, ~~without~~Purchaser ahas ~~stockholder~~accepted ~~meeting.~~for payment all Shares that were validly tendered and not properly withdrawn pursuant to the Offer.

AtOn ~~the~~November 17, ~~effective~~2017, ~~time~~pursuant ofto the ~~Merger~~terms (of the ~~“Effective~~Merger ~~Time”),~~Agreement ~~each~~and ~~outstanding~~in ~~share~~accordance ofwith ~~Company Common Stock, other than shares~~ Section 251(h) of ~~Company~~the ~~Common~~Delaware ~~Stock~~General ~~owned~~Corporation byLaw (the ~~Company~~“DGCL”), ~~Dassault~~Purchaser ~~Systemes~~was ormerged ~~Purchaser~~with ~~immediately~~and ~~prior~~into to the ~~Effective Time~~Company, orwith bythe ~~stockholders~~Company ~~who~~being ~~have~~the ~~validly~~surviving ~~exercised~~corporation ~~their~~(the ~~appraisal~~“Merger”). ~~rights~~Upon ~~under~~completion ~~Delaware~~of ~~law,~~the ~~as more fully described below~~Merger, ~~will be canceled and converted into~~ the ~~right~~Company tobecame ~~receive~~a anwholly ~~amount~~owned insubsidiary ~~cash~~of ~~equal to the Offer Price~~Parent, ~~payable~~which tois ~~the~~an ~~holder~~indirect ~~thereof~~wholly onowned ~~the~~subsidiary ~~terms~~of ~~and~~Dassault ~~subject~~Systèmes toS.E., ~~the~~a ~~conditions~~European ~~set~~Company ~~forth~~incorporated in ~~the~~France ~~Merger~~(“Dassault ~~Agreement~~Systèmes”).

~~The~~At ~~Company, Dassault Systemes and Purchaser have made customary representations, warranties and covenants in~~ the ~~Merger~~effective ~~Agreement.~~time ~~The Company’s covenants include, among other things, covenants regarding the operation~~ of the ~~Company’s~~Merger ~~business prior to~~ (the “Effective Time”) and ~~covenants~~pursuant ~~restricting the ability of the Company~~ to ~~solicit third-party proposals relating to alternative transactions or provide information or enter into discussions in connection with alternative transactions, subject to certain exceptions to permit~~ the ~~board~~terms ofand ~~directors~~conditions of the ~~Company~~Merger ~~(the~~Agreement, ~~“Company~~each ~~Board”)~~Share, ~~to comply~~other ~~with~~than ~~its~~Shares ~~fiduciary~~outstanding ~~duties.~~immediately ~~Notwithstanding the limitations applicable pursuant to the “no-shop” restrictions set forth in the Merger Agreement,~~ prior to the ~~consummation~~Effective ofTime ~~the~~owned ~~Offer,~~by ~~under specified circumstances~~ the Company, ~~Board~~Parent ~~may change its recommendation in connection with an intervening event that was not known~~ or ~~reasonably foreseeable as of the date of the Merger Agreement~~Purchaser, or inby ~~connection~~stockholders ~~with~~who anhave ~~alternative~~validly ~~proposal~~exercised ~~that does~~their ~~not~~appraisal ~~result~~rights ~~from~~under ~~breach~~Delaware oflaw, ~~the~~was ~~“no-shop”~~canceled ~~restrictions~~ and ~~that~~converted into the ~~Company~~right ~~Board~~to ~~determines~~receive inan ~~good~~amount ~~faith constitutes a superior proposal (~~in ~~which~~cash ~~latter~~equal ~~case the Company may also terminate the Merger Agreement~~ to ~~enter into such superior proposal upon payment of~~ the ~~termination~~Offer ~~fee~~Price, aspayable ~~discussed~~to ~~below). Before~~ the ~~Company~~holder ~~Board~~thereof ~~may~~on ~~change its recommendation in connection with a superior proposal, or terminate~~ the ~~Merger~~terms ~~Agreement~~and ~~to accept a superior proposal, the Company must provide Dassault Systemes with a five-calendar-day match right,~~ subject to anthe ~~additional~~conditions ~~three-calendar-day~~set ~~match~~forth ~~right~~ in the ~~event~~Merger ~~of a material change to such superior proposal~~Agreement.

~~The~~Pursuant to the Merger Agreement, ~~also~~each ~~includes~~option ~~customary~~to ~~termination~~acquire ~~provisions~~Shares ~~for~~granted ~~both~~under ~~the~~a Company ~~and Dassault~~equity ~~Systemes~~plan that was outstanding and ~~provides~~unexercised ~~that~~immediately prior to the Effective Time, inwhether ~~connection~~or ~~with~~not vested or exercisable, became fully vested and exercisable immediately prior to the ~~termination~~Effective Time. Each option granted under a Company equity plan that was outstanding and unexercised as of the ~~Merger~~Effective ~~Agreement,~~Time ~~under~~and ~~certain~~that ~~circumstances,~~had an exercise price per Share that was less than the ~~Company~~Offer ~~may~~Price bewas ~~obligated~~automatically tocanceled ~~pay~~at ~~Dassault~~the ~~Systemes~~Effective aTime ~~termination~~in ~~fee~~exchange offor ~~$12 million,~~the ~~including~~right ~~due~~to receive an amount in cash equal to ~~termination~~ the product of the ~~Merger~~excess ~~Agreement~~of bythe Offer Price over the ~~Company~~applicable toexercise ~~accept~~price aper ~~superior~~Share ~~proposal,~~of such option and ~~Dassault~~the ~~Systemes~~aggregate ~~may~~number beof ~~obligated~~Shares toissuable ~~pay~~upon ~~the~~exercise ~~Company~~of asuch ~~termination~~option, ~~fee~~less ofany ~~$24 million~~required withholding taxes. Each option granted under a Company equity plan that was outstanding and unexercised as of the

Each party is required to use its reasonable best efforts to satisfy the closing conditions relating to required governmental or third-party consents, including by making required filings under the HSR Act. 2

~~The~~Effective ~~foregoing~~Time ~~summary~~and that had an exercise price per Share that was equal to or greater than the Offer Price was canceled effective as of the Effective Time for no consideration. Pursuant to the Merger Agreement, ~~the~~each ~~Offer~~restricted ~~and~~stock unit granted by the ~~Merger does~~Company ~~not~~under ~~purport~~a toCompany beequity ~~complete~~plan ~~and~~that iswas ~~subject~~outstanding as of immediately prior to, ~~and~~the ~~qualified~~Effective inTime ~~its~~became ~~entirety~~fully ~~by,~~vested ~~the~~and ~~full~~was ~~text~~canceled as of the ~~Merger~~Effective ~~Agreement~~Time, ain ~~copy~~exchange offor ~~which~~the isright ~~attached~~to ~~hereto~~receive asan ~~Exhibit~~amount ~~2.1~~in cash equal to the product of the Offer Price and the ~~terms~~aggregate number of ~~which~~vested ~~are~~Shares ~~incorporated~~subject ~~herein~~to bysuch ~~reference.~~restricted stock unit.

The ~~Merger~~aggregate ~~Agreement~~consideration ~~has~~paid ~~been attached hereto pursuant~~ to ~~applicable rules and regulations of~~ the ~~Securities~~Company’s ~~and Exchange Commission (the “SEC”) in order to provide investors and~~ stockholders with information regarding its terms. However, it is not intended to provide any other factual information about the Company, Dassault Systemes, their respective subsidiaries and affiliates, or any other party. In particular, the representations, warranties and covenants contained in the ~~Merger~~Offer ~~Agreement have been made only for the purpose of the Merger Agreement~~ and, ~~as such, are intended solely for the benefit of the parties to the~~ Merger ~~Agreement.~~was Inapproximately ~~many~~$372 ~~cases~~million, ~~these~~without ~~representations,~~giving ~~warranties~~effect ~~and covenants are made as of specific dates, subject~~ to ~~limitations~~related ~~agreed~~transaction ~~upon~~fees ~~by the parties~~ and ~~qualified by certain disclosures exchanged by the parties in connection with the execution of the Merger Agreement~~expenses. ~~Furthermore,~~Parent ~~many of the representations~~ and ~~warranties in the Merger Agreement are the result of a negotiated allocation of contractual risk among the parties and, taken in isolation, do not necessarily reflect facts about the Company,~~ Dassault ~~Systemes,~~Systèmes ~~their~~funded ~~respective subsidiaries and affiliates or any other party. Likewise, any references to materiality contained in~~ the ~~representations~~aggregate ~~and~~purchase ~~warranties~~price ~~may not correspond to concepts of materiality applicable to investors or stockholders. Information concerning the subject matter of the representations~~ and ~~warranties~~related ~~may~~fees ~~change after the date of the Merger Agreement~~ and ~~these~~expenses ~~changes~~from ~~may~~cash ~~not~~on ~~be fully reflected in the Company’s public disclosures~~hand.

ASThe Aforegoing ~~RESULT~~summary OFof ~~THE~~the ~~FOREGOING,~~transactions ~~INVESTORS~~contemplated ~~AND~~by ~~STOCKHOLDERS~~the ~~ARE~~Merger ~~STRONGLY~~Agreement ~~ENCOURAGED~~does ~~NOT TO~~not ~~RELY~~purport ONto ~~THE~~be ~~REPRESENTATIONS,~~complete ~~WARRANTIES~~and ~~AND~~is ~~COVENANTS~~qualified ~~CONTAINED~~in INits ~~THE~~entirety ~~MERGER~~by ~~AGREEMENT~~reference to the Merger Agreement, ORwhich ONwas ~~ANY~~filed ~~DESCRIPTIONS~~as ~~THEREOF,~~Exhibit 2.1 ASto ~~ACCURATE~~the ~~CHARACTERIZATIONS~~Current OFReport ~~THE~~on ~~STATE~~Form 8-K OFfiled ~~FACTS~~by ORthe ~~CONDITION~~Company OFwith ~~THE~~the ~~COMPANY~~SEC ORon ~~ANY~~September 28, ~~OTHER~~2017 ~~PARTY.~~and is incorporated herein by reference.

~~Forward-Looking~~Item ~~Statements~~3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

~~Certain statements~~In inconnection ~~this~~with ~~Current~~the ~~Report~~closing onof ~~Form~~the ~~8-K~~Merger, ~~and in~~ the ~~press~~Company ~~release~~notified ~~attached~~The ~~hereto~~NASDAQ ~~may~~Stock ~~constitute~~Market ~~“forward-looking~~LLC ~~statements.~~(“NASDAQ”) ~~Such~~on ~~statements~~November 17, ~~relate~~2017 tothat athe ~~variety~~Merger ofhad ~~matters~~been consummated, ~~including~~and ~~but~~trading ~~not limited~~of ~~to:~~ the ~~timing~~common ~~and~~stock ~~anticipated completion~~ of the ~~Offer~~Company ~~and~~on ~~the~~The ~~proposed~~NASDAQ ~~Merger;~~Global ~~and~~Market ~~other~~has ~~statements~~been ~~that~~suspended. ~~are~~Accordingly, ~~not~~NASDAQ ~~purely~~has ~~statements~~filed ofa ~~historical~~notification ~~fact.~~of ~~These~~delisting ~~forward-looking~~of ~~statements~~the ~~are~~Company’s ~~made~~common onstock ~~the~~from ~~basis~~The ofNASDAQ ~~the~~Global ~~current~~Market ~~beliefs, expectations~~ and ~~assumptions~~deregistration of the ~~management of the~~ Company’s ~~and~~common ~~Dassault~~stock ~~Systemes~~under ~~and~~Section 12(b) of ~~are~~the ~~subject~~Securities toExchange ~~significant~~Act ~~risks~~of ~~and~~1934, ~~uncertainty.~~as ~~Investors~~amended ~~are~~(the ~~cautioned~~“Exchange ~~not~~Act”), ~~to place undue reliance~~ on ~~any~~Form 25 ~~such~~with ~~forward-looking~~the ~~statements~~SEC. ~~All~~The ~~such forward-looking~~Company ~~statements~~intends ~~speak~~to ~~only~~file asa ofcertification ~~the~~on ~~date~~Form 15 ~~they~~with ~~are~~the ~~made,~~SEC ~~and~~to ~~neither~~cause the Company’s ~~nor~~reporting ~~Dassault~~obligations ~~Systemes~~under ~~undertakes~~Sections ~~any~~13 ~~obligation~~and ~~to update or revise these statements, whether as a result~~ 15(d) of ~~new~~the ~~information,~~Exchange ~~future~~Act ~~events~~to orbe ~~otherwise, except as required by law~~suspended.

~~Factors~~Item ~~that~~3.03. ~~could~~Material ~~cause~~Modification ~~actual results~~ to ~~differ~~Rights ~~materially from the forward-looking statements contained herein include, but are not limited to: potential adverse reactions or changes to business relationships resulting from the announcement~~ of ~~the~~Security proposed acquisition of the Company; unexpected costs, charges or expenses resulting from the proposed acquisition of the Company; litigation or adverse judgments relating to the proposed acquisition of the Company; risks relating to the consummation of the proposed acquisition of the Company, including the risk that the closing conditions to the Offer or the proposed Merger will not be satisfied; any difficulties associated with requests or directions from governmental authorities resulting from their reviews of the transaction; and any changes in general economic and/or industry-specific conditionsHolders. Additional factors that could cause actual results to differ materially from those described in the forward-looking statements are set forth under the heading “Item 1A—Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2017, which was filed with the SEC on March 22, 2017, as well as in subsequent reports on Forms 10-Q and 8-K, and other filings made with the SEC by the Company and Dassault Systemes.

~~Additional~~The ~~Information~~information ~~and~~set ~~Where~~forth toin ~~Find~~Item It2.01 of this Current Report on Form 8-K is incorporated herein by reference.

NoItem ~~statement in this document or the attached exhibits is an offer to purchase or a solicitation of an offer to sell securities~~5. ~~The Offer for the shares of Company Common Stock has not commenced~~01. ~~Dassault~~Changes Systemes intends to file a tender offer statement on Schedule TO with the SEC, and the Company intends to file a solicitation/recommendation statement on Schedule 14D-9, each with respect to the Offer described in ~~this~~Control ~~Current Report on Form 8-K and the exhibits attached hereto. Any offers to purchase or solicitations~~ of offers to sell will be made only pursuant to such tender offer statements. The tender offer statement on Schedule TO (including an offer to purchase, a related letter of transmittal and other offer documents) and the related solicitation/recommendation statement on Schedule 14D-9 will contain important information, including the various terms of, and conditions to, the Offer, which should be read carefully by the Company’s stockholders before they make any decision with respect to the OfferRegistrant. Such materials, when prepared and ready for release, will be made available to the Company’s stockholders at no expense to them. In addition, at such time, such materials (and all other offer documents filed with the SEC) will be available at no charge on the SEC’s website at www.sec.gov and may also be obtained by directing a request to the Company, at Exa Corporation, attention: Richard F. Gilbody, Chief Financial Officer, 55 Network Drive, Burlington, Massachusetts 01803, telephone: (781) 564-0200, or to Dassault Systemes, attention: Investor Relations, telephone: +33 1 61 62 69 24.

~~Item~~As ~~5.03~~a ~~Amendment~~result toof ~~Articles~~Purchaser’s acceptance for payment of ~~Incorporation~~all orShares ~~Bylaws;~~that ~~Change~~were validly tendered and not properly withdrawn in ~~Fiscal~~accordance ~~Year~~with the terms of the Offer and the consummation of the Merger pursuant to Section 251(h) of the DGCL on November 17, 2017, a change in control of the Company occurred and the Company now is a wholly owned subsidiary of Parent, and an indirect wholly owned subsidiary of Dassault Systèmes.

~~On September 27,~~The ~~2017,~~information ~~the~~disclosed ~~Company’s~~under ~~Board~~Item of2.01 ~~Directors~~and ~~approved~~Item an5.02 ~~amendment~~of tothis ~~the~~Current ~~Company’s~~Report ~~Amended~~on ~~and Restated By~~Form 8-~~laws~~K tois ~~provide~~incorporated ~~that~~by ~~the~~reference ~~exclusive~~into ~~forum~~this ~~for~~Item 5.01.

•Item ~~any~~5.02. ~~derivative~~Departure ~~action~~of Directors or ~~proceeding~~Certain ~~brought~~Officers; onElection ~~behalf~~of Directors; Appointment of ~~the~~Certain ~~Company,~~Officers; Compensatory Arrangements of Certain Officers.

•In ~~any~~connection ~~action~~with ~~asserting~~the aconsummation ~~claim~~ of ~~breach~~the ofMerger, aas ~~fiduciary~~contemplated ~~duty~~by ~~owed~~the byMerger ~~any~~Agreement, ~~director~~Stephen Remondi, ~~officer~~John orJ. ~~other~~Shields, III, ~~employee~~John William Poduska, Robert Burke, Mark Fusco and Wayne Mackie are no longer members of the Company’s toboard of directors, effective as of the ~~Company~~Effective orTime. Upon consummation of the ~~Company’s~~Merger, ~~stockholders~~the following persons, who were members of the board of directors

~~• any action asserting a claim arising pursuant to any provision of the General Corporation Law of the State of Delaware, or the certificate of incorporation or by-laws of the Company,~~3

•of ~~any~~Purchaser, ~~action~~became tothe ~~interpret,~~new ~~apply,~~members ~~enforce~~of orthe ~~determine~~board ~~the~~of ~~validity~~directors of the ~~certificate~~Company: ofBernard ~~incorporation~~Charlès, orThibault ~~by-laws~~de ofTersant, ~~the~~and ~~Company,~~Mark orNeil.

•Upon ~~any~~consummation ~~action~~of ~~asserting~~the aMerger ~~claim~~and ~~governed~~pursuant byto the ~~internal~~Merger ~~affairs~~Agreement, ~~doctrine~~at the Effective Time, the officers of Purchaser immediately prior to the Effective Time became the officers of the Company, and Bernard Charlès became Chief Executive Officer and Chairman of the Board of the Company, Thibault de Tersant became Chief Financial Officer, Treasurer & Assistant Secretary of the Company and Mark Neil became Secretary of the Company by operation of the Merger Agreement.

~~will~~Information beabout ~~the~~each ~~Court~~ of ~~Chancery~~Bernard ofCharlès, ~~the State~~Thibault ofde ~~Delaware or~~Tersant, inand ~~the~~Mark ~~event~~Neil ~~that~~is ~~the~~contained ~~Court~~in ofthe ~~Chancery~~Offer ~~does~~to ~~not have jurisdiction~~Purchase, ~~the~~which ~~federal~~information ~~district~~is ~~court~~incorporated ~~for~~herein ~~the~~by ~~District of Delaware or other state courts of the State of Delaware~~reference.

AItem ~~copy~~5.03. ofAmendment ~~the amendment~~ to ~~the~~Articles ~~Company’s~~of ~~Amended~~Incorporation ~~and~~or ~~Restated~~Bylaws; ~~By-laws~~Change isin ~~attached~~Fiscal ~~hereto as Exhibit 3~~Year.~~1 and incorporated herein by reference.~~

~~Item~~Pursuant 8to the terms of the Merger Agreement, at the Effective Time, the certificate of incorporation and bylaws of the Company were amended and restated to read in their entirety in the forms filed as Exhibits 3.011 ~~Other~~and ~~Events~~3.2 hereto, respectively, which are incorporated by reference herein.

OnItem ~~September 28, 2017, the Company issued a press release announcing the execution of the Merger Agreement~~9.01 AFinancial ~~copy~~Statements ~~of the press release is attached hereto as Exhibit 99.1~~ and ~~is incorporated herein by reference~~Exhibits.

~~On September~~(d) ~~28, 2017, the Company distributed to its employees the letter attached hereto as Exhibit 99~~Exhibits.~~2, which is incorporated herein by reference.~~

On2.1 Agreement ~~September~~and 28Plan of Merger dated September 27, 2017, ~~the~~by ~~Company~~and ~~held~~among aDassault ~~meeting~~Systemes ~~with~~Simulia ~~employees~~Corp., at3DS ~~which~~Acquisition it3 ~~made~~Corp. ~~the~~and ~~presentation~~Exa ~~attached~~Corporation ~~hereto~~(incorporated ~~as Exhibit~~by 99reference to Exhibit 2.3,1 ~~which~~to isthe ~~incorporated~~Company’s ~~herein~~Current byReport ~~reference.~~on Form 8-K filed with the SEC on September 28, 2017).

~~Item 9~~3.011 Amended ~~Financial~~and ~~Statements~~Restated ~~and~~Certificate ~~Exhibits~~of Incorporation of Exa Corporation.

~~(d) Exhibits~~3.2 Amended and Restated By-laws of Exa Corporation.

2.1		Agreement and Plan of Merger dated September 27, 2017, by and among Dassault Systemes Simulia Corp., 3DS Acquisition 3 Corp. and Exa Corporation.
3.1		Amendment to Amended and Restated By-laws of Exa Corporation.
99.1		Press release entitled “Exa Corporation to be Acquired by Dassault Systèmes.”
99.2		Letter to Company employees distributed on September 28, 2017.
99.3		Presentation to employees made by the Company on September 28, 2017.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

EXA CORPORATION By: /s/ ~~Richard~~Mark F.Neil ~~Gilbody~~Mark ~~Richard~~Neil ~~F. Gilbody Chief Financial Officer~~Secretary

Date: ~~September~~November 2817, 2017

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