Form 4 - Statement of changes in beneficial ownership of securities

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Ghazi Sassine

(Last)

(First)

(Middle)

675 ALMANOR AVENUE

(Street)

SUNNYVALE

94085

(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)
	PRESIDENT AND CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/06/2024

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	12/06/2024		M		2,669	A	$0.0⁽¹⁾	65,703	D
Common Stock	12/06/2024		F		1,324⁽²⁾	D	$517.28	64,379	D
Common Stock	12/06/2024		M		9,779	A	$0.0⁽¹⁾	74,158	D
Common Stock	12/06/2024		F		4,849⁽²⁾	D	$517.28	69,309	D
Common Stock	12/06/2024		M		1,334	A	$0.0⁽¹⁾	70,643	D
Common Stock	12/06/2024		F		662⁽²⁾	D	$517.28	69,981	D
Common Stock	12/06/2024		M		1,058	A	$0.0⁽¹⁾	71,039	D
Common Stock	12/06/2024		F		525⁽²⁾	D	$517.28	70,514	D
Common Stock	12/06/2024		M		1,654	A	$0.0⁽¹⁾	72,168	D
Common Stock	12/06/2024		F		821⁽²⁾	D	$517.28	71,347	D

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	$0.0⁽¹⁾	12/06/2024		M			2,669	12/09/2021⁽³⁾	12/08/2024⁽³⁾	Common Stock	2,669	$0.0	1,334	D
Restricted Stock Units	$0.0⁽¹⁾	12/06/2024		M			1,334	12/09/2021⁽³⁾	12/08/2024⁽³⁾	Common Stock	1,334	$0.0	0	D
Restricted Stock Units	$0.0⁽¹⁾	12/06/2024		M			1,058	12/08/2022⁽³⁾	12/08/2025⁽³⁾	Common Stock	1,058	$0.0	1,058	D
Restricted Stock Units	$0.0⁽¹⁾	12/06/2024		M			1,654	12/08/2024⁽³⁾	12/08/2027⁽³⁾	Common Stock	1,654	$0.0	4,960	D
Restricted Stock Units	⁽¹⁾	12/06/2024		M			9,779	⁽⁴⁾	⁽⁴⁾	Common Stock	9,779	$0.0	0	D

Explanation of Responses:

1. Each stock unit converts into one share of Synopsys common stock.

2. These shares were retained by the Company in order to meet the tax withholding obligations of the reporting person in connection with the vesting of an installment of the restricted stock unit award. The Compensation Committee approved the disposition of shares by the reporting person and the amount retained by the Company was not in excess of the amount of the tax liability.

3. 25% of the units vest on the date shown followed by three equal annual installments, subject to continued service through each vesting date.

4. Represents the vesting on December 8, 2024 of 50% of earned stock units of a performance-based restricted stock unit award that was granted on December 2, 2022 for which the Compensation Committee of Synopsys' Board of Directors certified the level of achievement against certain performance goals on December 12, 2023.

	By: POA Pursuant Liz Ramirez For: Sassine E Ghazi	12/10/2024
	** 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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