Sec Form 3 Filing - Gopal Ajei @ SYNOPSYS INC - 2025-07-17

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
Gopal Ajei
2. Issuer Name and Ticker or Trading Symbol
SYNOPSYS INC [ SNPS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
675 ALMANOR AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
07/17/2025
(Street)
SUNNYVALE, CA94085
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 95,503 ( 1 ) 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
Restricted Stock Units ( 2 ) $ 0 12/31/2025( 3 ) 12/31/2025 Common Stock 36,856 ( 4 ) D
Restricted Stock Units ( 2 ) $ 0 09/03/2025( 5 ) 03/03/2026 Common Stock 6,009 D
Restricted Stock Units ( 2 ) $ 0 09/01/2025( 6 ) 03/01/2027 Common Stock 27,795 D
Restricted Stock Units ( 2 ) $ 0 02/16/2026( 7 ) 02/16/2028 Common Stock 46,596 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Gopal Ajei
675 ALMANOR AVENUE
SUNNYVALE, CA94085
X
Signatures
By: POA pursuant Liz Ramirez For: Ajei Gopal 07/24/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On July 17, 2025, Synopsys, Inc. (Synopsys) completed its merger with ANSYS, Inc. (Ansys), pursuant to the Agreement and Plan of Merger, dated January 15, 2024 (Merger Agreement), by and among Synopsys, Ansys and ALTA Acquisition Corp., a wholly owned subsidiary of Synopsys (Merger Sub). Pursuant to the Merger Agreement, Merger Sub was merged with and into Ansys (Merger), with Ansys surviving the Merger as a wholly owned subsidiary of Synopsys. At the effective time of the Merger (Effective Time), each share of common stock, par value $0.01 per share, of Ansys (Ansys Common Stock) issued and outstanding immediately prior to the Effective Time (subject to certain exceptions) was converted into the right to receive (i) 0.3399 of a share of common stock, par value $0.01 per share, of Synopsys (Synopsys Common Stock) (rounded down to the nearest whole share) and (ii) $199.91 in cash (plus cash in lieu of any fractional share of Synopsys Common Stock), without interest.
( 2 )Pursuant to the terms of the Merger Agreement, at the Effective Time, certain Ansys restricted stock units (RSUs) were converted into a number of Synopsys RSUs (rounded to the nearest whole share) equal to the product of (i) the number of shares of Ansys Common Stock subject to such Ansys RSU, including any accrued but unpaid dividend equivalents thereon, multiplied by (ii) 0.6952. Except as set forth in Footnote 4 with respect to Ansys PSUs, the Synopsys RSUs described herein will remain subject to the same terms and conditions as were applicable to the underlying Ansys RSU immediately prior to the Effective Time.
( 3 )Subject to the continued service of the Reporting Person through the vesting date, the RSUs will vest on December 31, 2025.
( 4 )Reflects Synopsys RSUs that were issued following the conversion of Ansys RSUs that prior to the Effective Time were subject to vesting on the basis of time and the achievement of performance targets (Ansys PSUs). Pursuant to the terms of the Merger Agreement, for purposes of the conversion described in Footnote 2, the number of shares of Ansys Common Stock subject to such Ansys PSU award was based on the attainment of applicable performance metrics at the (x) actual level of performance for performance periods that lapsed in the ordinary course prior to the Effective Time or (y) for each other Ansys PSU, the target level of performance.
( 5 )Subject to the continued service of the Reporting Person through each vesting date, the RSUs will continue to vest in approximately equal quarterly installments on the third of every September, December and March until March 3, 2026.
( 6 )Subject to the continued service of the Reporting Person through each vesting date, the RSUs will continue to vest in approximately equal quarterly installments on the first of every September, December, March and June until March 1, 2027.
( 7 )Subject to the continued service of the Reporting Person through each vesting date, approximately one-third of the RSUs will vest on February 16, 2026, followed by vesting in approximately equal quarterly installments on the sixteenth of every August, November, February and May until February 16, 2028.

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