SYNOPSYS INC — Director's Dealing 2011

Dec 23, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SYNOPSYS INC (SNPS)
CIK: 0000883241
Period of Report: 2011-12-23

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-23	Common Stock	M	11000	$0.00	Acquired	167815	Direct
2011-12-23	Common Stock	F	5135	$27.32	Disposed	162680	Direct
2011-12-23	Common Stock	M	10825	$0.00	Acquired	173505	Direct
2011-12-23	Common Stock	F	5054	$27.32	Disposed	168451	Direct
2011-12-23	Common Stock	M	10000	$0.00	Acquired	178451	Direct
2011-12-23	Common Stock	F	4668	$27.32	Disposed	173783	Direct
2011-12-23	Common Stock	M	9575	$0.00	Acquired	183358	Direct
2011-12-23	Common Stock	F	4470	$27.32	Disposed	178888	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-12-23	Restricted Stock Units	$0.00	D	11000	Disposed	2011-12-23	Common Stock (11000)	Direct
2011-12-23	Restricted Stock Units	$0.00	D	10825	Disposed	2012-12-08	Common Stock (10825)	Direct
2011-12-23	Restricted Stock Units	$0.00	D	10000	Disposed	2013-12-08	Common Stock (10000)	Direct
2011-12-23	Restricted Stock Units	$0.00	D	9575	Disposed	2014-12-08	Common Stock (9575)	Direct

Footnotes

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

F2: These shares were retained by Synopsys, Inc. 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 of Synopsys, Inc.'s Board of Directors approved the disposition of shares by the award holder and the amount retained by Synopsys, Inc. was not in excess of the amount of the tax liability.

F3: 25% of the units vest on the date shown, followed by three equal annual installments vesting on December 8 of each year.