| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
SYNPLICITY INC [ SYNP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/15/2008 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 05/15/2008 | 05/15/2008 | D | 33,431(1) | D | (2) | 0 | D | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (Right to Buy) | $2.25 | 05/28/1999 | 05/28/1999 | D | 1,000 | (3) | 05/28/2019 | Common Stock | 1,000 | $0 | 0 | D | |||
| Stock Option (Right to Buy) | $11 | 09/29/2000 | 09/29/2000 | D | 6,000 | (4) | 09/29/2010 | Common Stock | 6,000 | $0 | 0 | D | |||
| Stock Option (Right to Buy) | $5.75 | 07/19/2005 | 07/19/2005 | D | 10,000 | (5) | 07/19/2015 | Common Stock | 10,000 | $0 | 0 | D | |||
| Stock Option (Right to Buy) | $5.16 | 09/30/2004 | 09/30/2004 | D | 40,000 | (6) | 09/30/2014 | Common Stock | 40,000 | $0 | 0 | D | |||
| Stock Option (Right to Buy) | $4.9 | 09/10/2004 | 09/10/2004 | D | 15,000 | (7) | 09/10/2014 | Common Stock | 15,000 | $0 | 0 | D | |||
| Stock Option (Right to Buy) | $3.43 | 04/04/2003 | 04/04/2003 | D | 700 | (8) | 04/04/2013 | Common Stock | 700 | $0 | 0 | D | |||
| Stock Option (Right to Buy) | $3.43 | 04/04/2003 | 04/04/2003 | D | 1,000 | (9) | 04/04/2013 | Common Stock | 1,000 | $0 | 0 | D | |||
| Stock Option (Right to Buy) | $5.04 | 07/16/2002 | 07/16/2002 | D | 300 | (10) | 07/16/2012 | Common Stock | 300 | $0 | 0 | D | |||
| Stock Option (Right to Buy) | $9 | 01/22/2002 | 01/22/2002 | D | 2,258 | (11) | 01/22/2012 | Common Stock | 2,258 | $0 | 0 | D | |||
| Stock Option (Right to Buy) | $6.48 | 08/29/2001 | 08/29/2001 | D | 2,700 | (12) | 08/29/2011 | Common Stock | 2,700 | $0 | 0 | D | |||
| Stock Option (Right to Buy) | $8.69 | 01/09/2006 | 01/09/2006 | D | 60,000 | (13) | 01/09/2016 | Common Stock | 60,000 | $0 | 0 | D | |||
| Stock Option (Right to Buy) | $5.04 | 07/16/2002 | 07/16/2002 | D | 1,200 | (14) | 07/16/2012 | Common Stock | 1,200 | $0 | 0 | D | |||
| Stock Option (Right to Buy) | $6.52 | 08/20/2007 | 08/20/2007 | D | 20,000 | (15) | 08/20/2017 | Common Stock | 20,000 | $0 | 0 | D | |||
| Stock Option (Right to Buy) | $5.48 | 07/21/2006 | 07/21/2006 | D | 20,000 | (16) | 07/21/2016 | Common Stock | 20,000 | $0 | 0 | D | |||
| Stock Option (Right to Buy) | $5.01 | 08/30/2002 | 08/30/2002 | D | 12,500 | (17) | 08/30/2012 | Common Stock | 12,500 | $0 | 0 | D | |||
| Stock Option (Right to Buy) | $3.43 | 04/04/2003 | 04/04/2003 | D | 2,300 | (18) | 04/04/2013 | Common Stock | 2,300 | $0 | 0 | D | |||
| Stock Option (Right to Buy) | $5.91 | 07/31/2003 | 07/31/2003 | D | 3,500 | (19) | 07/31/2013 | Common Stock | 3,500 | $0 | 0 | D | |||
| Stock Option (Right to Buy) | $7.99 | 05/14/2008 | 05/14/2008 | D | 14,800 | (20) | 05/14/2015 | Common Stock | 14,800 | $0 | 0 | D | |||
| Restricted Stock Unit | $7.99 | 05/14/2008 | 05/14/2008 | D | 4,900 | (21) | 05/14/2015 | Common Stock | 4,900 | $0 | 0 | D | |||
| Explanation of Responses: |
| 1. Includes 1,000 shares acquired on April 29, 2008 and 431 shares acquired on May 14, 2008 through the issuer's Employee Stock Purchase Plan. |
| 2. Disposed of pursuant to amerger agreement between the issuer, Synopsys, Inc. ("Synopsys") and St. Andrews Acquisition Corp. (the "Merger") in exchange for merger consideration of $8.00 per share as provided in the merger agreement. |
| 3. This option provided for vesting over 4 years. Upon effectiveness of the Merger and under the terms of the Change of Control Option Acceleration Agreement dated January 13, 2006 between the Reporting Person and the issuer (the "COC Agreement"), this option was not assumed by Synopsys, and Reporting Person was paid an amount equal to $5.75 per share and the option was cancelled. |
| 4. This option provided for vesting over 4 years. Pursuant to the terms of the Merger, this option was not assumed by Synopsys, and the option was cancelled. |
| 5. This option provided for vesting over 4 years. Upon effectiveness of the Merger and under the terms of the COC Agreement, this option became fully vested and was exchanged for an option to purchase 3,391 shares of Synopsys Common Stock with an exercise price of $16.95 per share. |
| 6. This option provided for vesting over 4 years. Upon effectiveness of the Merger and under the terms of the COC Agreement, this option became fully vested and was exchanged for a fully vested option to purchase 13,567 shares of Synopsys Common Stock with an exercise price of $15.21 per share. |
| 7. This option provided for vesting over 4 years. Upon effectiveness of the Merger and under the terms of the COC Agreement, this option became fully vested and was exchanged for a fully vested option to purchase 5,087 shares of Synopsys Common Stock with an exercise price of $14.45 per share. |
| 8. This option provided for vesting over 4 years. Upon effectiveness of the Merger and under the terms of the COC Agreement, this option became fully vested and was exchanged for a fully vested option to purchase 237 shares of Synopsys Common Stock with an exercise price of $10.12 per share. |
| 9. This option provided for vesting over 4 years. Upon effectiveness of the Merger and under the terms of the COC Agreement, this option became fully vested and was exchanged for a fully vested option to purchase 339 shares of Synopsys Common Stock with an exercise price of $10.12 per share. |
| 10. This option provided for vesting over 4 years. Upon effectiveness of the Merger and under the terms of the COC Agreement, this option became fully vested and was exchanged for a fully vested option to purchase 101 shares of Synopsys Common Stock with an exercise price of $14.86 per share. |
| 11. This option provided for vesting over 4 years. Upon effectiveness of the Merger and under the terms of the COC Agreement, this option became fully vested and was exchanged for a fully vested option to purchase 765 shares of Synopsys Common Stock with an exercise price of $26.54 per share. |
| 12. This option provided for vesting over 4 years. Upon effectiveness of the Merger and under the terms of the COC Agreement, this option became fully vested and was exchanged for a fully vested option to purchase 915 shares of Synopsys Common Stock with an exercise price of $19.11 per share. |
| 13. This option provided for vesting over 4 years. Upon effectiveness of the Merger and under the terms of the COC Agreement, this option became fully vested and was exchanged for a fully vested option to purchase 20,351 shares of Synopsys Common Stock with an exercise price of $25.62 per share. |
| 14. This option provided for vesting over 4 years. Upon effectiveness of the Merger and under the terms of the COC Agreement, this option became fully vested and was exchanged for a fully vested option to purchase 407 shares of Synopsys Common Stock with an exercise price of $14.86 per share. |
| 15. This option provided for vesting over 4 years. Upon effectiveness of the Merger and under the terms of the COC Agreement, this option became fully vested and was exchanged for a fully vested option to purchase 6,783 shares of Synopsys Common Stock with an exercise price of $19.23 per share. |
| 16. This option provided for vesting over 4 years. Upon effectiveness of the Merger and under the terms of the COC Agreement, this option became fully vested and was exchanged for a fully vested option to purchase 6,783 shares of Synopsys Common Stock with an exercise price of $16.16 per share. |
| 17. This option provided for vesting over 4 years. Upon effectiveness of the Merger and under the terms of the COC Agreement, this option became fully vested and was exchanged for a fully vested option to purchase 4,239 shares of Synopsys Common Stock with an exercise price of $14.77 per share. |
| 18. This option provided for vesting over 4 years. Upon effectiveness of the Merger and under the terms of the COC Agreement, this option became fully vested and was exchanged for a fully vested option to purchase 780 shares of Synopsys Common Stock with an exercise price of $10.12 per share. |
| 19. This option provided for vesting over 4 years. Upon effectiveness of the Merger and under the terms of the COC Agreement, this option became fully vested and was exchanged for a fully vested option to purchase 1,187 shares of Synopsys Common Stock with an exercise price of $17.43 per share. |
| 20. This option provided for vesting over 4 years. Upon effectiveness of the Merger, this option was exchanged for an option to purchase 5,019 shares of Synopsys Common Stock with an exercise price of $23.55 per share. |
| 21. This restricted stock unit provided for vesting over 4 years. Upon effectiveness of the Merger, this restricted stock unit was exchanged for a restricted stock unit to purchase 1,662 shares of Synopsys Common Stock with an exercise price of $23.56 per share. |
| John J. Hanlon, Atty-in-Fact for James Lovas | 05/15/2008 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||