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^*

WELDON DENNIS M

(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)
	Dir Bus Dev & Inv Relations

3. Date of Earliest Transaction (Month/Day/Year)
12/06/2007

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)	$10.0625	12/06/2007		D⁽¹⁾			12,000	03/26/2002⁽²⁾	02/28/2008	Common Stock	12,000	$0	0	D
Employee Option (right to buy)	$10.0625	12/06/2007		A⁽¹⁾		12,000		12/06/2007	03/26/2008	Common Stock	12,000	$0	12,000	D
Employee Option (right to buy)	$12.5625	12/06/2007		D⁽³⁾			12,750	03/17/2003⁽²⁾	02/28/2009	Common Stock	12,750	$0	0	D
Employee Option (right to buy)	$12.5625	12/06/2007		A⁽³⁾		12,750		12/06/2007	03/17/2009	Common Stock	12,750	$0	12,750	D

Explanation of Responses:

1. The reported transactions involved the amendment of the reporting person's outstanding stock option to extend the expiration date from February 28, 2008 to March 26, 2008, resulting in the deemed cancellation of the "old" option and the grant of a replacement option on otherwise identiacal terms.

2. Represents the date the stock option became fully exercisable on the orifinal vest schedule.

3. The reported transactions involved the amendment of the reporting person's outstanding stock option to extend the expiration date from February 28, 2009 to March 17, 2009, resulting in the deemed cancellation of the "old" option and the grant of a replacement option on otherwise identiacal terms.

	Dean Freed, Attorney-in-fact for Dennis M Weldon	12/10/2007
	** 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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