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: BEATTIE BRIAN M (CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-12-08	Common Stock	M	6000	—	Acquired	25302	Direct
2010-12-08	Common Stock	F	2440	$26.58	Disposed	22862	Direct
2010-12-08	Common Stock	F	2201	$26.58	Disposed	20661	Direct
2010-12-08	Common Stock	M	6650	—	Acquired	27311	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	55000	Acquired	2017-12-09	Common Stock (55000)	Direct
2010-12-08	Restricted Stock Units	$0	D	6000	Disposed	2010-12-08	Common Stock (6000)	Direct
2010-12-08	Restricted Stock Units	$0	D	6650	Disposed	2012-12-08	Common Stock (6650)	Direct

Footnotes

F1: Upon vesting, each restricted stock unit was converted into an equivalent number of shares of common stock.

F2: 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.

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.