Sec Form 4 Filing - HINCKLEY GREGORY K @ MENTOR GRAPHICS CORP - 2017-03-30

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person HINCKLEY GREGORY K 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) President (Last) (First) (Middle) C/O MENTOR GRAPHICS CORPORATION, 8005 SW BOECKMAN ROAD 3. Date of Earliest Transaction (MM/DD/YY) 03/30/2017 (Street) WILSONVILLE, OR97070-7777 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 03/30/2017 D 567,404 D $ 37.25 0 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Stock Options $ 5.17 03/30/2017 D 308,156 12/11/2012 12/11/2018 Common Stock 308,156 $ 32.08 0 D Stock Options $ 8.91 03/30/2017 D 152,527 12/22/2013 12/22/2019 Common Stock 152,527 $ 28.34 0 D Stock Options $ 10.63 03/30/2017 D 20,590 09/14/2015 09/14/2021 Common Stock 20,590 $ 26.62 0 D Stock Options $ 17.02 03/30/2017 D 167,036 09/12/2016 09/12/2022 Common Stock 167,036 $ 20.23 0 D Restricted Stock Units $ 0 03/30/2017 D 15,311 03/30/2017 09/11/2017 Common Stock 15,311 $ 37.25 0 D Restricted Stock Units $ 0 03/30/2017 D 31,674 03/30/2017 09/10/2018 Common Stock 31,674 $ 37.25 0 D Restricted Stock Units $ 0 03/30/2017 D 46,537 03/30/2017 09/09/2019 Common Stock 46,537 $ 37.25 0 D Restricted Stock Units $ 0 03/30/2017 D 63,812 03/30/2017 09/07/2020 Common Stock 63,812 $ 37.25 0 D Performance-Based Restricted Stock Units $ 0 03/30/2017 D 82,352 03/30/2017 09/10/2017 Common Stock 82,352 $ 37.25 0 D Performance-Based Restricted Stock Units $ 0 03/30/2017 D 80,664 03/30/2017 09/09/2018 Common Stock 80,664 $ 37.25 0 D Performance-Based Restricted Stock Units $ 0 03/30/2017 A 63,812 03/30/2017( 1 ) 09/07/2019 Common Stock 63,812 $ 0 63,812 D Performance-Based Restricted Stock Units $ 0 03/30/2017 D 63,812 03/30/2017 09/07/2019 Common Stock 63,812 $ 37.25 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HINCKLEY GREGORY K C/O MENTOR GRAPHICS CORPORATION 8005 SW BOECKMAN ROAD WILSONVILLE, OR97070-7777 President Signatures Dean Freed, Attorney-in-fact for Gregory K. Hinckley 03/30/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The acquisition of Performance-Based Restricted Stock Units is reported as a result of the deemed satisfaction of the performance goal at 100% of target effective as of the completion of the merger of the issuer with a subsidiary of Siemens Industry, Inc.

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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