SYNAPTICS Inc — Director's Dealing 2014

Sep 3, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SYNAPTICS INC (SYNA)
CIK: 0000817720
Period of Report: 2014-08-29

Reporting Person: SANQUINI RICHARD L (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-08-29	Common Stock	A	717	$48.278	Acquired	1354	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	15871	Indirect

Footnotes

F1: On August 29, 2014, the Reporting Person became entitled to receive 717 shares of common stock of Synaptics Incorporated ("Synaptics") pursuant to an "earn-out" provision in the Agreement and Plan of Reorganization (the "Merger Agreement"), dated October 9, 2013, by and among Synaptics, Itsme Acquisition Corp., Itsme Acquisition II, LLC, Validity Sensors, Inc. ("Validity"), and Shareholder Representative Services LLC (the "Merger"), pursuant to which Synaptics acquired all of the outstanding shares of common stock of Validity on November 7, 2013. The Merger Agreement provided that certain former stockholders of Validity would receive additional shares of Synaptics common stock, for no additional consideration, based on Synaptics' sales and licensing revenues during certain time periods, recognized as to certain products embodying Validity fingerprint sensor technology.

F2: 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.

F3: The number of shares issuable pursuant to the earn-out right was determined on August 29, 2014, pursuant to a formula set forth in the Merger Agreement. For the purpose of determining the number of shares issuable pursuant to the earn-out right, Synaptics common stock would be valued at $48.278 per share, based on the average of the closing prices of Synaptics common stock as reported by NASDAQ for the 10 trading days ended on the date that was three trading days prior to the Closing Date (as defined in the Merger Agreement).

F4: Includes 8,410 shares previously reported as being held directly.

F5: The shares are held by the reporting person as Trustee of the Sanquini 2002 Living Trust, dated January 22, 2002.