SYNAPTICS Inc — Director's Dealing 2014

Jan 24, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SYNAPTICS INC (SYNA)
CIK: 0000817720
Period of Report: 2013-11-07

Reporting Person: SANQUINI RICHARD L (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-11-07	Common Stock	A	8410	—	Acquired	10922	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	19787	Indirect

Footnotes

F1: The Reporting Person received the shares on November 7, 2013, as partial consideration for the Reporting Person's preferred stock of Validity Sensors, Inc. ("Validity"), which Synaptics Incorporated ("Synaptics") acquired pursuant to an Agreement and Plan of Reorganization (the "Merger Agreement"), dated October 9, 2013, by and among Synaptics, Itsme Acquisition Corp., Itsme Acquisition II, LLC, Validity, and Shareholder Representative Services LLC, (the "Merger"). The Merger Agreement provides that certain former stockholders of Validity will receive additional shares of Synaptics common stock, valued at $48.278 per share, based on Synaptics' sales and licensing revenues, during certain time periods, recognized as to certain products embodying Validity fingerprint sensor technology. The Reporting Person's right to receive additional shares pursuant to this earn-out right became fixed and irrevocable on November 7, 2013, the effective date of the Merger.

F2: The Reporting Person received the shares on November 7, 2013 as partial consideration in exchange for 880,000 shares of Series E Preferred Stock and 290,256 shares of Series D Preferred Stock of Validity in connection with the Merger. On the effective date of the Merger, the closing price of Synaptics' common stock was $44.55 per share.

F3: Includes 3,000 shares previously reported as being held directly.

F4: The shares are held by the reporting person as Trustee of the Sanquini 2002 Living Trust, dated January 22, 2002.