SEC FORM 4

SEC Form 4

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^*

DE GEUS AART

(Last)

(First)

(Middle)

700 EAST MIDDLEFIELD ROAD

(Street)

MOUNTAIN VIEW

94043

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SYNOPSYS INC [ SNPS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman of the Board & CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/23/2011

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/23/2011		M		21,000	A	$0.00⁽¹⁾	595,761	D
Common Stock	12/23/2011		F		9,803⁽²⁾	D	$27.32	585,958	D
Common Stock	12/23/2011		M		19,950	A	$0.00⁽¹⁾	605,908	D
Common Stock	12/23/2011		F		9,313⁽²⁾	D	$27.32	596,595	D
Common Stock	12/23/2011		M		15,208	A	$0.00⁽¹⁾	611,803	D
Common Stock	12/23/2011		F		7,100⁽²⁾	D	$27.32	604,703	D
Common Stock	12/23/2011		M		16,675	A	$0.00⁽¹⁾	621,378	D
Common Stock	12/23/2011		F		7,784⁽²⁾	D	$27.32	613,594	D
Common Stock								22,000	I	By Spouse⁽³⁾
Common Stock								109,305	I	By Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	$0.00	12/23/2011		D			21,000	12/23/2011	12/23/2011	Common Stock	21,000	$0	0	D
Restricted Stock Units	$0.00	12/23/2011		D			19,950	12/23/2011	12/08/2012	Common Stock	19,950	$0	19,950	D
Restricted Stock Units	$0.00	12/23/2011		D			15,208	12/23/2011	12/08/2013	Common Stock	15,208	$0	30,416	D
Restricted Stock Units	$0.00	12/23/2011		D			16,675	12/23/2011⁽⁴⁾	12/08/2014	Common Stock	16,675	$0	50,025	D

Explanation of Responses:

1. Upon vesting, each restricted stock unit was converted into an equivalent number of shares of common stock of Synopsys, Inc.

2. These shares were retained by Synopsys, Inc. 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 of Synopsys, Inc.'s Board of Directors approved the disposition of shares by the award holder and the amount retained by Synopsys, Inc. was not in excess of the amount of the tax liability.

3. Reporting person disclaims beneficial ownership by spouse.

4. 25% of the units vest on the date shown, followed by three equal annual installments vesting on December 8 of each year.

	/s/ Stephen Buckhout pursuant to POA for: Aart de Geus	12/23/2011
	** 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).
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