SYNOPSYS INC — Director's Dealing 2013

Dec 16, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SYNOPSYS INC (SNPS)
CIK: 0000883241
Period of Report: 2013-12-12

Reporting Person: DE GEUS AART (Director, Chairman of the Board & Co-CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-12-12	Common Stock	F	6953.0	$38.07	Disposed	654028	Direct
2013-12-12	Common Stock	M	13325.0	$0.0	Acquired	667353	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-12-12	Non-Qualified Stock Option (right to buy)	$38.07	A	156100.0	Acquired	2020-12-12	Common Stock (156100)	Direct
2013-12-12	Restricted Stock Units	$0.0	A	53300.0	Acquired	2016-12-08	Common Stock (53300)	Direct
2013-12-12	Restricted Stock Units	$0.0	D	13325.0	Disposed	2016-12-08	Common Stock (13325)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	72500	Indirect
Common Stock	22000	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: Reporting person disclaims beneficial ownership by spouse

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.

F5: On 12/12/12 the reporting person was granted Restricted Stock Units the vesting of which was based on satisfaction of certain performance criteria for the fiscal year ending 11/02/13. The performance criteria were met.

F6: 25% of the units vest on the date shown followed by three equal annual installments.