Richard S. Mahoney Form 4 SYNOPSYS / RICHARD S. MAHONEY ownership change

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^*

MAHONEY RICHARD S.

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Revenue Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/12/2023

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	12/12/2023		A		7,344⁽¹⁾	A	$0.0	9,457	D
Common Stock	12/12/2023		F		3,199⁽²⁾	D	$567.06	6,258	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)
Non-Qualified Stock Option (right to buy)	$567.06	12/12/2023		A⁽³⁾		8,162		12/12/2024⁽⁴⁾	12/12/2030	Common Stock	8,162	$0.0	8,162	D
Restricted Stock Units	$0.0	12/12/2023		A⁽⁵⁾		2,632		12/08/2024⁽⁶⁾	12/08/2027	Common Stock	2,632	$0.0	2,632	D
Restricted Stock Units	⁽⁷⁾	12/12/2023		A		7,343		⁽⁸⁾	⁽⁹⁾	Common Stock	7,343	$0.0	7,343	D

Explanation of Responses:

1. Represents 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.

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 performance-based 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. Grant to reporting person to buy shares of common stock under the Synopsys, Inc 2006 Employee Equity Incentive Plan.

4. 1/4 of the grant becomes exercisable on the date shown with the remainder becoming exercisable in a series of 12 equal quarterly installments thereafter, subject to continued service through each vesting date.

5. The Compensation Committee of the Board of Directors approved a restricted stock unit grant under the Synopsys, Inc. 2006 Employee Equity Incentive Plan.

6. 25% of the units vest on the date shown followed by three equal annual installments, subject to continued service through each vesting date.

7. Each stock unit represents a contingent right to receive one share of Synopsys common stock.

8. Represents 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, which will vest on December 8, 2024 subject to the reporting person's continuous service through such date.

9. Represents 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, which will vest on December 8, 2024 subject to the reporting person's continuous service through such date.

	By: POA Pursuant Liz Ramirez For: Richard Mahoney	12/14/2023
	** 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.
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Richard S. Mahoney Form 4SYNOPSYS / RICHARD S. MAHONEY ownership change