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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol SYNOPSYS INC [ SNPS ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 12/10/2020 | ||||||||||||||||||||||||||
| 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 | 12/10/2020 | A | 4,354(1) | A | $0.0 | 19,226 | D | |||
| Common Stock | 12/10/2020 | F | 2,159(2) | D | $234.17 | 17,067 | D | |||
| Common Stock | 12/10/2020 | M | 2,484 | A | $0.0 | 19,551 | D | |||
| Common Stock | 12/10/2020 | F | 1,232(2) | D | $234.17 | 18,319 | D | |||
| 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 | ||||||||
| Non-Qualified Stock Option (right to buy) | $234.17 | 12/10/2020 | A(3) | 14,494 | 12/10/2021(4) | 12/10/2027 | Common Stock | 14,494 | $0.0 | 14,494 | D | ||||
| Restricted Stock Units | $0.0 | 12/10/2020 | A(5) | 9,936 | 12/10/2020 | 12/08/2023 | Common Stock | 9,936 | $0.0 | 9,936 | D | ||||
| Restricted Stock Units | $0.0 | 12/10/2020 | D | 2,484 | 12/10/2020(6) | 12/08/2023 | Common Stock | 2,484 | $0.0 | 7,452 | D | ||||
| Restricted Stock Units | $0.0 | 12/10/2020 | A(7) | 3,737 | 12/08/2021(6) | 12/08/2024 | Common Stock | 3,737 | $0.0 | 3,737 | D | ||||
| Explanation of Responses: |
| 1. Represents one tranche of a performance-based restricted stock award granted on October 18, 2019 for which a non-GAAP operating margin goal for the fiscal year ended October 31, 2020 was determined by the Compensation Committee to have been achieved on December 10, 2020. All of the stock units subject to this tranche vested on December 10, 2020. |
| 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 one year after grant date with the remainder becoming exercisable in a series of 12 equal quarterly installments thereafter, subject to continued service through each vesting date. |
| 5. Represents a performance-based restricted stock unit award granted on December 12, 2019 for which a non-GAAP net income goal for the fiscal year ended October 31, 2020 was determined by the Compensation Committee to have been achieved on December 10, 2020 and are reflected in Table 1, and the remaining 75% will vest in three equal annual installments beginning on December 8, 2021, subject to continue service through each vesting date. |
| 6. 25% of the units vest on the date shown followed by three equal annual installments. |
| 7. The Compensation Committee of the Board of Directors approved a restricted stock unit grant under the Synopsys, Inc. 2006 Employee Equity Incentive Plan. |
| By: POA pursuant Christina Escalante-Dutra For: Trac Pham | 12/14/2020 | |
| ** 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. | ||