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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-12-03	Common Stock	F	7100	$26.25	Disposed	438227	Direct
2010-12-03	Common Stock	M	15209	—	Acquired	453436	Direct
2010-12-03	Common Stock	M	54000	$23.72	Acquired	507436	Direct
2010-12-03	Common Stock	S	54000	$26.2173	Disposed	453436	Direct
2010-12-04	Common Stock	F	9803	$26.25	Disposed	443633	Direct
2010-12-04	Common Stock	M	21000	—	Acquired	464633	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-12-03	Non-Qualified Stock Option (right to buy)	$23.72	M	54000	Disposed	2011-08-28	Common Stock (54000)	Direct
2010-12-04	Restricted Stock Units	$0	D	21000	Disposed	2011-12-10	Common Stock (21000)	Direct
2010-12-03	Restricted Stock Units	$0	D	15209	Disposed	2013-12-08	Common Stock (15209)	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: 74,233 shares previously contributed to a grantor attained annuity trust were returned to the reporting person on September 28, 2010.

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