SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Trebing Richard

(Last)

(First)

(Middle)

C/O MENTOR GRAPHICS CORPORATION

8005 SW BOECKMAN ROAD

(Street)

WILSONVILLE

97070

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/23/2011

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Principal Accounting Officer

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	10,451	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option	09/25/2006	09/25/2012	Common Stock	6,000	$5.66	D
Stock Option	11/04/2008	11/04/2014	Common Stock	2,750	$11.74	D
Stock Option	09/26/2009	09/26/2015	Common Stock	2,750	$8.41	D
Stock Option	⁽¹⁾	12/11/2018	Common Stock	3,650	$5.17	D
Restricted Stock Units (RSUs)	⁽⁴⁾	⁽³⁾	Common Stock	1,826	$0	D
Restricted Stock Units (RSUs)	⁽²⁾	⁽³⁾	Common Stock	5,644	$0	D
Restricted Stock Units (RSUs)	⁽²⁾	⁽³⁾	Common Stock	3,864	$0	D

Explanation of Responses:

1. Option becomes exercisable over a four year period where on December 11, 2009 25% of the total shares granted vest and an additional 1/48th vest on each month thereafter.

2. RSU vests annually over four years where 25% of the total shares vest on each of the first four anniversaries of the grant date.

3. No expiration date applies.

4. RSU was issued in the Stock Option Exchange. For vested options exchanged,the RSU vests annually after the first year with 50% of the total shares vesting each of the first two anniversaries. For unvested options exchanged, the RSU vests annually after the first year with 1/3 of the total shares vesting each of the first three anniversaries.

	Dean Freed, Attorney-in-fact for Richard Trebing	12/28/2011
	** 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 5 (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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