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Form 4 EXA CORP For: Jun 09 Filed by: BURKE ROBERT D

June 16, 2016 5:19 PM EDT
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
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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 *
BURKE ROBERT D

(Last) (First) (Middle)
C/O EXA CORPORATION, 55 NETWORK DRIVE

(Street)
BURLINGTON MA 01803

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
EXA CORP [ EXA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/09/2016
4. If Amendment, Date of 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
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 06/09/2016   M   4,314 A (1) 9,264 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
Restricted Stock Units (1) 06/09/2016   M     4,314   (2)   (2) Common Stock 4,314 $ 0 0 D  
Restricted Stock Units (1) 06/14/2016   A   6,097     (3)   (3) Common Stock 6,097 $ 0 6,097 D  
Explanation of Responses:
1. Upon vesting, each restricted stock unit converts into one share of Exa common stock.
2. On June 9, 2015, the reporting person was granted 4,314 restricted stock units that vested in full on June 9, 2016.
3. The restricted stock units shall become fully vested on June 14, 2017 or the next annual meeting of the Exa stockholders, whichever is earlier.
/s/ Daniel S. Clevenger, Attorney-in-Fact for Robert D. Burke 06/16/2016
** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.
POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that the undersigned hereby authorizes Stephen A.
Remondi and Richard F. Gilbody of Exa Corporation, a Delaware corporation (the
"Company"), and John D. Patterson, Jr., Robert W. Sweet, Jr. and Daniel S.
Clevenger of Foley Hoag LLP, each acting singly, to execute for and on behalf of
the undersigned, in the undersigned's capacity as a director or executive
officer of the Company, Forms 3, 4 and 5, and any amendments thereto, and cause
such form(s) to be filed with the United States Securities and Exchange
Commission pursuant to Section 16(a) of the Securities Exchange Act of 1934,
relating to the undersigned's beneficial ownership of securities in the Company.
The undersigned hereby grants to the attorney-in-fact full power and authority
to do and perform any and every act and thing whatsoever requisite, necessary or
proper to be done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as the undersigned might or could
do personally present, with full power of substitution, resubstitution or
revocation, hereby ratifying and confirming all that such attorney-in-fact, or
such attorney's-in-fact substitute or substitutes, shall lawfully do or cause to
be done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorney-in-fact, in
serving in such capacity at the request of the undersigned, is not assuming, nor
is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney revokes the authority of any person named in any prior
power of attorney relating to the undersigned's filing obligations pursuant to
Section 16(a) of the Securities Exchange Act of 1934, relating to the
undersigned's beneficial ownership of securities in the Company.  This Power of
Attorney shall remain in full force and effect until the undersigned is no
longer required to file Forms 3, 4 and 5 with respect to the undersigned's
holdings of, and transactions in, securities issued by the Company, unless
earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 21st day of January, 2016.


/s/ Robert D. Burke
________________________
Robert D. Burke










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