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: DE GEUS AART (Director, Chairman of the Board & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-12-08	Common Stock	F	9313	$26.58	Disposed	455320	Direct
2010-12-08	Common Stock	F	6302	$26.58	Disposed	449018	Direct
2010-12-08	Common Stock	M	19950	—	Acquired	468968	Direct
2010-12-08	Common Stock	M	13500	—	Acquired	482468	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	200000	Acquired	2017-12-09	Common Stock (200000)	Direct
2010-12-08	Restricted Stock Units	$0	D	13500	Disposed	2010-12-08	Common Stock (13500)	Direct
2010-12-08	Restricted Stock Units	$0	D	19950	Disposed	2012-12-08	Common Stock (19950)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	22000	Indirect
Common Stock	200767	Indirect

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: Reporting person disclaims beneficial ownership by spouse

F4: Grant to reporting person to buy shares of common stock under the Synopsys, Inc 2006 Employee Equity Incentive Plan

F5: Option vests in 16 equal quarterly installments beginning on the date shown.