SYNOPSYS INC — Director's Dealing 2016

Dec 19, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SYNOPSYS INC (SNPS)
CIK: 0000883241
Period of Report: 2016-12-15

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
2016-12-15	Common Stock	M	9673	$0.0	Acquired	24988	Direct
2016-12-15	Common Stock	F	5048	$60.37	Disposed	19940	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-12-15	Non-Qualified Stock Option (right to buy)	$60.37	A	160899	Acquired	2023-12-15	Common Stock (160899)	Direct
2016-12-15	Restricted Stock Units	$0.0	A	38691	Acquired	2019-12-08	Common Stock (38691)	Direct
2016-12-15	Restricted Stock Units	$0.0	D	9673	Disposed	2019-12-08	Common Stock (9673)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	218152	Indirect
Common Stock	18500	Indirect
Common Stock	358551	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: Grant to reporting person to buy shares of common stock under the Synopsys, Inc 2006 Employee Equity Incentive Plan. The Compensation Committee of the Board of Directors approved an option grant value of $1,850,000, with the number of shares subject to the option to be determined by dividing that amount by the fair value of an option to acquire a share of Synopsys common stock on the grant date using the Black-Scholes option pricing model.

F3: Option vests in 16 equal quarterly installments beginning on the date shown.

F4: On 12/15/15 the Compensation Committee of the Board of Directors approved a Restricted Stock Unit grant value of $1,750,000, with the number of granted Restricted Stock Units to be determined by dividing that amount by the closing price of Synopsys common stock on the grant date. The vesting of such Restricted Stock Units was based on satisfaction of certain performance criteria for the fiscal year ending 10/29/16. The performance criteria were met.

F5: 25% of the units vest on the date shown followed by three equal annual installments.