Sec Form 4 Filing - von der Goltz Johan @ EXA CORP - 2013-01-09

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person von der Goltz Johan 2. Issuer Name and Ticker or Trading Symbol EXA CORP [ EXA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O BOSTON CAPTIAL PARTNERS, 84 STATE STREET, SUITE 320 3. Date of Earliest Transaction (MM/DD/YY) 01/09/2013 (Street) BOSTON, MA02109 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 01/09/2013 S 4,174 D $ 9.24 0 I By Boston Capital Ventures III Limited Partnership ( 1 ) Common Stock 01/23/2013 S 6,000 D $ 10 34,292 D Common Stock 2,798,257 I By Boston Capital Ventures IV Limited Partnership ( 2 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other von der Goltz Johan C/O BOSTON CAPTIAL PARTNERS 84 STATE STREET, SUITE 320 BOSTON, MA02109 X Signatures /s/ Johan von der Goltz, Name: Johan von der Goltz 03/13/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )BD Partners Limited Partnership ("BDP") is the sole general partner of Boston Capital Ventures III Limited Partnership ("BCV III"), and the reporting person is a managing member of BDP and thus may be deemed to be a beneficial owner of the shares owned by BCV III. The reporting person disclaims beneficial ownership of all shares held by BCV III, except to the extent of his pecuniary interest therein. ( 2 )Boston Capital Partners IV LLC ("BCP IV") is the sole general partner of Boston Capital Ventures IV Limited Partnership ("BCV IV"), and the reporting person is a managing member of BCP IV and thus may be deemed to be a beneficial owner of the shares owned by BCV IV. The reporting person disclaims beneficial ownership of all shares held by BCV IV, except to the extent of his pecuniary interest therein.

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).

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