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^*

MEYERS GARY

(Last)

(First)

(Middle)

700 EAST MIDDLEFIELD ROAD

(Street)

MOUNTAIN VIEW

94043

(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)
	VP & GM

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2008

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)
Non-Qualified Stock Option (right to buy)	$24.94	05/15/2008		J⁽¹⁾		50,000		05/16/2009⁽²⁾	05/15/2015	Common Stock	50,000	$0	50,000	D
Restricted Stock Units	$0	05/15/2008		A		15,000		⁽³⁾	⁽⁴⁾	Common Stock	15,000	$0	15,000	D
Non-Qualified Stock Option (tight to buy)	$26.54	05/16/2008⁽⁵⁾		A		1,259		12/31/2002	02/22/2012	Common Stock	1,259	$0	1,259	D
Non-Qualified Stock Option (right to buy)	$18.43	05/16/2008⁽⁵⁾		A		1,695		02/14/2003	02/14/2012	Common Stock	1,695	$0	1,695	D
Non-Qualified Stock Option (right to buy)	$15.63	05/16/2008⁽⁵⁾		A		33,918		10/29/2005⁽⁷⁾	10/04/2014	Common Stock	33,918	$0	33,918	D
Non-Qualified Stock Option (right to buy)	$16.16	05/16/2008⁽⁵⁾		A		8,479		07/01/2006⁽⁸⁾	07/21/2016	Common Stock	8,479	$0	8,479	D
Non-Qualified Stock Option (right to buy)	$19.23	05/16/2008⁽⁵⁾		A		30,526		07/01/2007⁽⁶⁾	08/20/2017	Common Stock	30,526	$0	30,526	D
Non-Qualified Stock Option (right to buy)	$14.42	05/16/2008⁽⁵⁾		A		11,306		08/31/2005⁽⁷⁾	08/30/2014	Common Stock	11,306	$0	11,306	D

Explanation of Responses:

1. Grant to reporting person to buy shares of common stock under the Synopsys Inc 2006 Employee Equity Incentive Plan

2. 25% of the grant becomes exercisable one year after the grant date with the remainder becoming exercisable in a series of 36 equal monthly installments

3. The restricted stock units vest in three equal installments beginning May 15, 2009

4. Not applicable

5. Reporting person held stock options at Synplicity, Inc. which was acquired by Synopsys, Inc. on 05/15/2008. His Synplicity options were converted into the equivalent Synopsys share and price amounts reported here

6. 166.67 shares vest monthly to 7/1/08, 2750 shares vest monthly to 7/1/09, 2833.34 shares vest monthly to 7/1/10 and 1750 shares vest monthly to 7/1/11

7. 25% of the grant becomes exercisable one year after grant date with the remainder becoming exercisable in 3 equal annual installments

8. 416.67 shares vest monthly to 7/1/08, 500 shares vest monthly to 7/1/09 and 750 shares vest monthly to 7/1/10

	Gary Meyers by Stephen Buckhout pursuant to POA	05/19/2008
	** 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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