SEC Form 4 · accession 0001199719-17-000088

SYNOPSYS INC · SNPS

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Aart De Geus

Officer — Chairman of the Board & Co-CEO · Director

Period of report

Dec 8, 2017

Accepted (ET)

Dec 12, 2017 · 4:26 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000883241

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock	Dec 8, 2017	M	8,725	$0.00	A	8,918	D
Common Stock	Dec 8, 2017	M	7,365	$0.00	A	16,283	D
Common Stock	Dec 8, 2017	M	9,673	$0.00	A	25,956	D
Common Stock	Dec 8, 2017	M	7,661	$0.00	A	33,617	D
Common Stock^F1	Dec 8, 2017	F	4,553	$90.51	D	29,064	D
Common Stock^F1	Dec 8, 2017	F	3,844	$90.51	D	25,220	D
Common Stock^F1	Dec 8, 2017	F	5,048	$90.51	D	20,172	D
Common Stock^F2	Dec 8, 2017	F	3,998	$90.51	D	16,174	D
Common Stock	holding	—	—		—	208,285	I	by Family Trust
Common Stock	holding	—	—		—	14,500	I	by Partnership
Common Stock	holding	—	—		—	321,551	I	by Separate Prop Tr

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Non-Qualified Stock Option (right to buy)^F4	$90.51	Dec 8, 2017	A	120,839	A	Dec 8, 2018	Dec 8, 2024	Common Stock	120,839	120,839	D
Restricted Stock Units	$0.00	Dec 8, 2017	D	8,725	D	Dec 8, 2017	Dec 8, 2017	Common Stock	8,725	0	D
Restricted Stock Units	$0.00	Dec 8, 2017	D	7,365	D	Dec 8, 2017	Dec 8, 2018	Common Stock	7,365	7,365	D
Restricted Stock Units	$0.00	Dec 8, 2017	D	9,673	D	Dec 8, 2017	Dec 8, 2019	Common Stock	9,673	19,345	D
Restricted Stock Units^F6	$0.00	Dec 8, 2017	A	30,644	A	Dec 8, 2017	Dec 8, 2020	Common Stock	30,644	30,644	D
Restricted Stock Units^F6	$0.00	Dec 8, 2017	D	7,661	D	Dec 8, 2017	Dec 8, 2020	Common Stock	7,661	22,983	D

Explanation of responses

F1These 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.
F2These 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.
F3Grant 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 $2,250,000, 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.
F41/4 of the grant becomes exercisable one year after grant date with the remainder becoming exercisable in a series of 12 equal quarterly installments thereafter.
F5On 12/15/16 the Compensation Committee of the Board of Directors approved a Restricted Stock Unit grant value of $1,850,000, 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 10/28/17. The performance criteria were met.
F625% of the units vest on the date shown followed by three equal annual installments.