SYNOPSYS INC — Director's Dealing 2017

Dec 12, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SYNOPSYS INC (SNPS)
CIK: 0000883241
Period of Report: 2017-12-08

Reporting Person: RUNKEL JOHN F JR (General Counsel &)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-12-08	Common Stock	M	2136	$0.0	Acquired	16457	Direct
2017-12-08	Common Stock	M	2087	$0.0	Acquired	18544	Direct
2017-12-08	Common Stock	M	1564	$0.0	Acquired	20108	Direct
2017-12-08	Common Stock	F	1022	$90.51	Disposed	19086	Direct
2017-12-08	Common Stock	F	1089	$90.51	Disposed	17997	Direct
2017-12-08	Common Stock	F	817	$90.51	Disposed	17180	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-12-08	Non-Qualified Stock Option (right to buy)	$90.51	A	21483	Acquired	2024-12-08	Common Stock (21483)	Direct
2017-12-08	Restricted Stock Units	$0.0	D	2136	Disposed	2018-12-08	Common Stock (2136)	Direct
2017-12-08	Restricted Stock Units	$0.0	D	2087	Disposed	2019-12-08	Common Stock (2087)	Direct
2017-12-08	Restricted Stock Units	$0.0	A	6253	Acquired	2020-12-08	Common Stock (6253)	Direct
2017-12-08	Restricted Stock Units	$0.0	D	1564	Disposed	2020-12-08	Common Stock (1564)	Direct

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 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: 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. The Compensation Committee of the Board of Directors approved an option grant value of $400,000, 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.

F4: 1/4 of the grant becomes exercisable one year after grant date with the remainder becoming exercisable in a series of 12 equal quarterly installments thereafter.

F5: On 12/15/16 the Compensation Committee of the Board of Directors approved a Restricted Stock Unit grant value of $377,500, 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 10/28/17. The performance criteria were met.

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