SEC Form 4 · accession 0001199719-17-000090
SYNOPSYS INC · SNPS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Joseph W Logan
Officer — EVP, Sales & Corp Marketing
Period of report
Dec 8, 2017
Accepted (ET)
Dec 12, 2017 · 4:27 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 | 3,625 | $0.00 | A | 62,418 | D | |
| Common Stock | Dec 8, 2017 | M | 4,124 | $0.00 | A | 66,542 | D | |
| Common Stock | Dec 8, 2017 | M | 4,560 | $0.00 | A | 71,102 | D | |
| Common Stock | Dec 8, 2017 | M | 4,142 | $0.00 | A | 75,244 | D | |
| Common StockF1 | Dec 8, 2017 | F | 1,363 | $90.51 | D | 73,881 | D | |
| Common StockF1 | Dec 8, 2017 | F | 1,550 | $90.51 | D | 72,331 | D | |
| Common StockF1 | Dec 8, 2017 | F | 1,898 | $90.51 | D | 70,433 | D | |
| Common StockF2 | Dec 8, 2017 | F | 2,162 | $90.51 | D | 68,271 | D |
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 | 53,706 | A | Dec 8, 2018 | Dec 8, 2024 | Common Stock | 53,706 | 53,706 | D |
| Restricted Stock Units | $0.00 | Dec 8, 2017 | D | 3,625 | D | Dec 8, 2017 | Dec 8, 2017 | Common Stock | 3,625 | 0 | D |
| Restricted Stock Units | $0.00 | Dec 8, 2017 | D | 4,124 | D | Dec 8, 2017 | Dec 8, 2018 | Common Stock | 4,124 | 4,124 | D |
| Restricted Stock Units | $0.00 | Dec 8, 2017 | D | 4,560 | D | Dec 8, 2017 | Dec 8, 2019 | Common Stock | 4,560 | 9,120 | D |
| Restricted Stock UnitsF6 | $0.00 | Dec 8, 2017 | A | 16,565 | A | Dec 8, 2017 | Dec 8, 2020 | Common Stock | 16,565 | 16,565 | D |
| Restricted Stock UnitsF6 | $0.00 | Dec 8, 2017 | D | 4,142 | D | Dec 8, 2017 | Dec 8, 2020 | Common Stock | 4,142 | 12,423 | 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 $1,000,000, 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 $1,000,000, 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.