SYNOPSYS INC — Director's Dealing 2010

Dec 7, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SYNOPSYS INC (SNPS)
CIK: 0000883241
Period of Report: 2010-12-03

Reporting Person: CHAN CHI-FOON (Director, Pres & COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-12-03	Common Stock	F	3668	$26.25	Disposed	128910	Direct
2010-12-03	Common Stock	M	10000	—	Acquired	138910	Direct
2010-12-03	Common Stock	M	45000	$23.72	Acquired	183910	Direct
2010-12-03	Common Stock	S	45000	$26.237	Disposed	138910	Direct
2010-12-03	Common Stock	M	50000	$18.55	Acquired	188910	Direct
2010-12-03	Common Stock	S	50000	$26.2391	Disposed	138910	Direct
2010-12-04	Common Stock	F	5135	$26.25	Disposed	133775	Direct
2010-12-04	Common Stock	M	11000	—	Acquired	144775	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-12-03	Non-Qualified Stock Option (right to buy)	$18.55	M	50000	Disposed	2011-12-17	Common Stock (50000)	Direct
2010-12-03	Non-Qualified Stock Option (right to buy)	$23.72	M	45000	Disposed	2011-08-28	Common Stock (45000)	Direct
2010-12-04	Restricted Stock Units	$0	D	11000	Disposed	2011-12-10	Common Stock (11000)	Direct
2010-12-03	Restricted Stock Units	$0	D	10000	Disposed	2013-12-08	Common Stock (10000)	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 performance 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: The average price of $26.2370 consists of: 1900 @ 26.17, 400 @ 26.1704, 200 @ 26.1713, 2300 @ 26.18, 200 @ 26.1804, 2500 @ 26.19, 5700 @ 26.20, 500 @ 26.2004, 200 @ 26.2006, 100 @ 26.201, 3900 @ 26.21, 400 @ 26.2104, 400 @ 26.2106, 100 @ 26.2107, 400 @ 26.2108, 300 @ 26.211, 200 @ 26.2113, 300 @ 26.2118, 1800 @ 26.23, 200 @ 26.2302, 400 @ 26.2304, 100 @ 26.2306,1900 @ 26.24, 500 @ 26.2404, 400 @ 26.2405, 200 @ 26.2408, 2600 @ 26.241, 100 @ 26.2411, 100 @ 26.2412, 100 @ 26.2416, 100 @ 26.2425, 3400 @ 26.25, 100 @ 26.2506, 100 @ 26.2509, 400 @ 26.251, 2100 @ 26.26, 400 @ 26.2606, 1800 @ 26.29, 100 @ 26.2902,400 @ 26.2904, 200 @ 26.2907, 3581 @ 26.30, 100 @ 26.3004, 200 @ 26.3006, 400 @ 26.3008, 319 @ 26.31, 400 @ 26.3106, 2500 @ 26.34

F4: The average price of $26.2391 consists of: 612 @26.17, 2399 @26.18, 400 @26.1804, 200 @26.1806, 600 @26.181, 100 @ 26.811, 400 @ 26.1816, 200 @ 26.1821, 100 @ 26.1824, 2500 @ 26.19, 8978 @ 26.20, 400 @ 26.2006, 3100 @ 26.21, 400 @ 26.2104, 2522 @ 26.22, 400 @ 26.2202, 400 @ 26.2204, 300 @ 26.2218, 1153 @ 26.23, 200 @ 26.2302, 400 @ 26.2312, 100 @ 26.2318, 200 @ 26.232, 100 @ 26.2325, 3000 @ 26.24, 400 @ 26.2405,
200 @ 26.241, 3947 @ 26.25, 100 @ 26.2507, 100 @ 26.2508, 500 @ 26.2512, 100 @ 26.252, 100 @ 26.252, 1600 @ 26.26, 500 @ 26.2604, 500 @ 26.261, 100 @ 26.2613, 2300 @ 26.267, 300 @ 26.2701,

F5: The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan.

F6: 25% of the units vest on the date shown followed by three equal annual installments.