SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(Dd) OF THE

~~OF THE~~ SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~June~~August 2928, 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).

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

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

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

☐	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 ☒

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. ☒

Item 52.02. ~~Departure~~Results of ~~Directors~~Operations orand ~~Certain~~Financial ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Condition.

On ~~June~~August 2928, 2017, ~~the Compensation Committee of our Board of Directors awarded 38,000 time-vested restricted stock units under the French Sub-plan of the~~ Exa Corporation ~~2017~~issued ~~Stock~~a ~~Incentive Plan, or the French Sub-plan, to Jean-Paul Roux, our Senior Vice President, Global Aerospace, European Operations, who was~~press ~~identified~~release asannouncing aits ~~“named~~financial ~~executive~~results ~~officer”~~for in the ~~definitive~~second ~~proxy~~quarter ~~statement~~fiscal ~~for our 2017 Annual Meeting of Stockholders~~2018. The ~~restricted~~full ~~stock~~text ~~units vest as follows: (i) 50%~~ of the ~~restricted~~press ~~stock~~release ~~units~~is ~~vest~~attached onhereto ~~the~~as ~~first~~Exhibit ~~anniversary of~~99.1 ~~the~~to ~~date~~this ofReport ~~grant,~~ and ~~(ii) 12.5%~~is ofincorporated ~~the~~by ~~restricted~~reference ~~stock units vest on each of July 6, 2018, October 6, 2018, January 6, 2019 and April 6, 2019~~herein.

AItem ~~copy~~9.01 ofFinancial ~~the~~Statements ~~form of Restricted Stock Unit Agreement (time-based) adopted by our Board of Directors for use under the French Sub-plan is attached hereto as Exhibit 99.1~~ and ~~incorporated herein by reference.~~ Exhibits

~~Item~~(d) 8Exhibits.01 ~~Other Events.~~

A99.1 ~~copy~~Press ofRelease, ~~the~~dated ~~form~~August of28, ~~Restricted~~2017, ~~Stock~~entitled ~~Unit Agreement (time-based) adopted by our Board of Directors for use under the~~ “Exa ~~Corporation~~Reports ~~2017~~Second ~~Stock~~Quarter ~~Incentive~~Fiscal ~~Plan~~2018 isFinancial ~~attached hereto as Exhibit 99~~Results.~~2 and incorporated herein by reference.~~ ”

~~Item~~2 ~~9.01 Financial Statements and Exhibits~~

~~(d)~~SIGNATURES ~~Exhibits.~~

99.1		Form of Restricted Stock Unit Agreement (time-based) for use under the French Sub-plan of the Exa Corporation 2017 Stock Incentive Plan.
99.2		Form of Restricted Stock Unit Agreement (time-based) for use under the Exa Corporation 2017 Stock Incentive Plan.

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.

~~SIGNATURES~~EXA CORPORATION By: /s/ Richard F. Gilbody Richard F. Gilbody Chief Financial Officer

~~Pursuant~~Date: ~~to the requirements of the Securities Exchange Act of 1934~~August 28, ~~the~~2017 ~~Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.~~

~~EXA~~3 ~~CORPORATION By: /s/ Richard F. Gilbody Richard F. Gilbody Chief Financial Officer~~

~~Date:~~EXHIBIT ~~June 30,~~INDEX ~~2017~~

EXHIBIT INDEX


Exhibit No.		Description
99.1		Press Release, dated August 28, 2017, entitled “Exa Reports Second Quarter Fiscal 2018 Financial Results.”

ExhibitNo.		Description
99.1		Form of Restricted Stock Unit Agreement (time-based) for use under the French Sub-plan of the Exa Corporation 2017 Stock Incentive Plan.
99.2		Form of Restricted Stock Unit Agreement (time-based) for use under the Exa Corporation 2017 Stock Incentive Plan.

Filing Compare · EXA CORP