SYNOPSYS INC — Director's Dealing 2010

Dec 10, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SYNOPSYS INC (SNPS)
CIK: 0000883241
Period of Report: 2010-12-08

Reporting Person: Naddaf Esfandiar (VP, Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-12-08	Common Stock	F	413	$26.58	Disposed	313	Direct
2010-12-08	Common Stock	F	303	$26.58	Disposed	10	Direct
2010-12-08	Common Stock	M	825	—	Acquired	835	Direct
2010-12-08	Common Stock	M	1125	—	Acquired	1960	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-12-09	Non-Qualified Stock Option (right to buy)	$26.56	J	12500	Acquired	2017-12-09	Common Stock (12500)	Direct
2010-12-08	Restricted Stock Units	$0	D	1125	Disposed	2012-12-10	Common Stock (1125)	Direct
2010-12-08	Restricted Stock Units	$0	D	825	Disposed	2013-12-08	Common Stock (825)	Direct
2010-12-09	Restricted Stock Units	$0	A	4200	Acquired	2014-12-08	Common Stock (4200)	Direct

Footnotes

F1: These shares were retained by the Company in order to meet the tax withholding obligations of the award holder in connection with the vesting of an installment of the restricted stock unit award. The Compensation Committee approved the disposition of shares by the award holder and the amount retained by the Company was not in excess of the amount of the tax liability.

F2: Upon vesting, each restricted stock unit was converted into an equivalent number of shares of common stock.

F3: Grant to reporting person to buy shares of common stock under the Synopsys, Inc 2006 Employee Equity Incentive Plan

F4: Option vests in 16 equal quarterly installments beginning on the date shown.

F5: The restricted stock units vest in four equal annual installments beginning December 8, 2011.