Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  DOW H ALLAN
2. Date of Event Requiring Statement (Month/Day/Year)
03/03/2017
3. Issuer Name and Ticker or Trading Symbol
AMERICAN SOFTWARE INC [AMSWA]
(Last)
(First)
(Middle)
470 EAST PACES FERRY RD
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

ATLANTA, GA 30305
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Class A Common Stock 46,154
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options   (1) 11/21/2017 Class A Common Stock 70,000 $ 8.18 D  
Stock Options   (2) 12/19/2018 Class A Common Stock 56,000 $ 7.96 D  
Stock Options   (3) 12/19/2019 Class A Common Stock 30,000 $ 9.79 D  
Stock Options   (4) 08/26/2021 Class A Common Stock 24,000 $ 8.54 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
DOW H ALLAN
470 EAST PACES FERRY RD
ATLANTA, GA 30305
      President  

Signatures

/s/ H. Allan Dow 03/24/2017
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) The option is exercisable in five equal annual installments. The first installment became exercisable on November 21, 2012, and the next four installments became exercisable on November 21, 2013, November 21, 2014, November 21, 2015 and November 21, 2016.
(2) The option is exercisable in five equal annual installments. The first installment became exercisable on December 19, 2013, and the next three installments became exercisable on December 19, 2014, December 19, 2015 and December 19, 2016. The last installment becomes exercisable on December 19, 2017.
(3) The option is exercisable in five equal annual installments. The first installment became exercisable on December 19, 2014, and the next two installments became exercisable on December 19, 2015 and December 19, 2016. The remaining installments become exercisable on December 19, 2017 and December 19, 2018.
(4) The option is exercisable in five equal annual installments. The first installment became exercisable on August 26, 2016. The remaining installments become exercisable on August 26, 2017, August 26, 2018, August 26, 2019 and August 26, 2020.

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