Sec Form 4 Filing - Ghazi Sassine @ SYNOPSYS INC - 2020-12-10

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 Ghazi Sassine 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) Chief Operating Officer (Last) (First) (Middle) 690 EAST MIDDLEFIELD ROAD 3. Date of Earliest Transaction (MM/DD/YY) 12/10/2020 (Street) MOUNTAIN VIEW, CA94043 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 12/10/2020 A 2,316 ( 1 ) A $ 0 36,948 D Common Stock 12/10/2020 F 1,028 ( 2 ) D $ 234.17 35,920 D Common Stock 12/10/2020 M 2,484 A $ 0 38,404 D Common Stock 12/10/2020 F 1,102 ( 2 ) D $ 234.17 37,302 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 I ndirect (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 Non-Qualified Stock Option (right to buy) $ 234.17 12/10/2020 A( 3 ) 20,705 12/10/2021( 4 ) 12/10/2027 Common Stock 20,705 $ 0 20,705 D Restricted Stock Units $ 0 12/10/2020 A( 5 ) 9,936 12/10/2020 12/08/2023 Common Stock 9,936 $ 0 9,936 D Restricted Stock Units $ 0 12/10/2020 D 2,484 12/10/2020( 6 ) 12/08/2023 Common Stock 2,484 $ 0 7,452 D Restricted Stock Units $ 0 12/10/2020 A( 7 ) 5,339 12/08/2021( 6 ) 12/08/2024 Common Stock 5,339 $ 0 5,339 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Ghazi Sassine 690 EAST MIDDLEFIELD ROAD MOUNTAIN VIEW, CA94043 Chief Operating Officer Signatures By: POA pursuant Christina Escalante-Dutra For: Sassine E. Ghazi 12/14/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents one tranche of a performance-based restricted stock award granted on October 18, 2019 for which a non-GAAP operating margin goal for the fiscal year ended October 31, 2020 was determined by the Compensation Committee to have been achieved on December 10, 2020. All of the stock units subject to this tranche vested on December 10, 2020. ( 2 )These shares were retained by the Company in order to meet the tax withholding obligations of the reporting person in connection with the vesting of an installment of the performance-based restricted stock unit award. The Compensation Committee approved the disposition of shares by the reporting person and the amount retained by the Company was not in excess of the amount of the tax liability. ( 3 )Grant to reporting person to buy shares of common stock under the Synopsys, Inc 2006 Employee Equity Incentive Plan. ( 4 )1/4 of the grant becomes exercisable one year after grant date with the remainder becoming exercisable in a series of 12 equal quarterly installments thereafter, subject to continued service through each vesting date. ( 5 )Represents a performance-based restricted stock unit award granted on December 12, 2019 for which a non-GAAP net income goal for the fiscal year ended October 31, 2020 was determined by the Compensation Committee to have been achieved on December 10, 2020 and are reflected in Table 1, and the remaining 75% will vest in three equal annual installments beginning on December 8, 2021, subject to continue service through each vesting date. ( 6 )25% of the units vest on the date shown followed by three equal annual installments. ( 7 )The Compensation Committee of the Board of Directors approved a restricted stock unit grant under the Synopsys, Inc. 2006 Employee Equity Incentive Plan.

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).

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