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: Naddaf Esfandiar (VP, Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-23	Common Stock	M	1125	$0.00	Acquired	1707	Direct
2011-12-23	Common Stock	F	413	$27.32	Disposed	1294	Direct
2011-12-23	Common Stock	M	825	$0.00	Acquired	2119	Direct
2011-12-23	Common Stock	F	303	$27.32	Disposed	1816	Direct
2011-12-23	Common Stock	M	1050	$0.00	Acquired	2866	Direct
2011-12-23	Common Stock	F	386	$27.32	Disposed	2480	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-12-23	Restricted Stock Units	$0.00	D	1125	Disposed	2012-12-08	Common Stock (1125)	Direct
2011-12-23	Restricted Stock Units	$0.00	D	825	Disposed	2013-12-08	Common Stock (825)	Direct
2011-12-23	Restricted Stock Units	$0.00	D	1050	Disposed	2014-12-08	Common Stock (1050)	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 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.