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^*

ADRIAN ANTHONY B

(Last)

(First)

(Middle)

C/O MENTOR GRAPHICS CORP

8005 SW BOECKMAN ROAD

(Street)

WILSONVILLE

97070-7777

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MENTOR GRAPHICS CORP [ MENT ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice President Corp Controller

3. Date of Earliest Transaction (Month/Day/Year)
08/16/2007

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)

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)
Employee Option (right to buy)	$9.25	08/16/2007		D⁽¹⁾			20,000	12/18/2001⁽²⁾	11/30/2007	Common Stock	20,000	$0	0	D
Employee Option (right to buy)	$9.25	08/16/2007		A⁽¹⁾		20,000		08/16/2007	11/30/2007	Common Stock	20,000	$0	20,000	D
Employee Option (right to buy)	$10.625	08/16/2007		D⁽¹⁾			10,000	03/26/2002⁽²⁾	02/28/2008	Common Stock	10,000	$0	0	D
Employee Option (right to buy)	$10.625	08/16/2007		A⁽¹⁾		10,000		08/16/2007	02/28/2008	Common Stock	10,000	$0	10,000	D
Employee Option (right to buy)	$12.5625	08/16/2007		D⁽¹⁾			12,750	03/17/2003⁽²⁾	02/28/2009	Common Stock	12,750	$0	0	D
Employee Option (right to buy)	$12.5625	08/16/2007		A⁽¹⁾		12,750		08/16/2007	09/20/2008	Common Stock	12,750	$0	12,750	D
Employee Option (right to buy)	$8.0625	08/16/2007		D⁽¹⁾			11,078	11/01/2003⁽²⁾	11/01/2009	Common Stock	11,078	$0	0	D
Employee Option (right to buy)	$8.0625	08/16/2007		A⁽¹⁾		11,078		08/16/2007	09/20/2008	Common Stock	11,078	$0	11,078	D
Employee Option (right to buy)	$17.8125	08/16/2007		D⁽¹⁾			30,000	10/13/2004⁽²⁾	10/13/2010	Common Stock	30,000	$0	0	D
Employee Option (right to buy)	$17.8125	08/16/2007		A⁽¹⁾		30,000		08/16/2007	09/20/2008	Common Stock	30,000	$0	30,000	D
Employee Option (right to buy)	$18.84	08/16/2007		D⁽¹⁾			28,000	10/22/2005⁽²⁾	10/22/2011	Common Stock	28,000	$0	0	D
Employee Option (right to buy)	$18.84	08/16/2007		A⁽¹⁾		28,000		08/16/2007	09/20/2008	Common Stock	28,000	$0	28,000	D
Employee Option (right to buy)	$5.66	08/16/2007		D⁽¹⁾			1,126	09/25/2006⁽²⁾	09/25/2012	Common Stock	1,126	$0	0	D
Employee Option (right to buy)	$5.66	08/16/2007		A⁽¹⁾		1,126		08/16/2007	09/20/2008	Common Stock	1,126	$0	1,126	D
Employee Option (right to buy)	$15.25	08/16/2007		D⁽¹⁾			35,000	10/28/2007⁽²⁾	10/28/2013	Common Stock	35,000	$0	0	D
Employee Option (right to buy)	$15.25	08/16/2007		A⁽¹⁾		35,000		⁽³⁾	09/20/2008	Common Stock	35,000	$0	35,000	D
Employee Option (right to buy)	$11.74	08/16/2007		D⁽¹⁾			22,500	11/04/2008⁽²⁾	11/04/2014	Common Stock	22,500	$0	0	D
Employee Option (right to buy)	$11.74	08/16/2007		A⁽¹⁾		22,500		⁽⁴⁾	09/20/2008	Common Stock	22,500	$0	22,500	D
Employee Options (right to buy)	$8.41	08/16/2007		D⁽¹⁾			22,500	09/26/2009⁽²⁾	09/26/2015	Common Stock	22,500	$0	0	D
Employee Option (right to buy)	$8.41	08/16/2007		A⁽¹⁾		22,500		⁽⁵⁾	09/20/2008	Common Stock	22,500	$0	22,500	D
Employee Option (right to buy)	$14.19	08/16/2007		D⁽¹⁾			11,250	09/28/2010⁽²⁾	09/28/2016	Common Stock	11,250	$0	0	D
Employee Option (right to buy)	$14.19	08/16/2007		A⁽¹⁾		11,250		09/20/2007	09/20/2008	Common Stock	11,250	$0	11,250	D

Explanation of Responses:

1. The reported transactions involved the amendment of the reporting person's outstanding stock options to extend the exercise period following retirement from 30 days to 12 months, resulting in the deemed cancellation of the "old" option and the grant of a replacement option on otherwise identical terms. Retirement date is agreed to be September 20, 2007.

2. Represents the date the stock option became, or would have become, fully exercisable based on the original vesting schedule which generally was 25% of the shares on the first anniversary of the grant date and 1/48th of the shares each month therafter.

3. Exercisable for 33,033 shares as of August 16, 2007 and for all remaining shares on September 20,2007.

4. Exercisable for 15,469 shares as of August 16, 2007 and for all remaining shares on September 20, 2007.

5. Exercisable for 10,312 shares as of August 16, 2007 and for all remaining shares on September 20, 2007.

	Dean Freed, Attorney-in-fact for Anthony B Adrian	08/20/2007
	** 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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