New insider Gopal Ajei claimed ownership of 95,503 shares (SEC Form 3)
$SNPS
Computer Software: Prepackaged Software
Technology
| 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 07/17/2025 |
3. Issuer Name and Ticker or Trading Symbol
SYNOPSYS INC [ SNPS ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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 | 95,503(1) | D | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Restricted Stock Units(2) | 12/31/2025(3) | 12/31/2025 | Common Stock | 36,856(4) | $0.0 | D | |
| Restricted Stock Units(2) | 09/03/2025(5) | 03/03/2026 | Common Stock | 6,009 | $0.0 | D | |
| Restricted Stock Units(2) | 09/01/2025(6) | 03/01/2027 | Common Stock | 27,795 | $0.0 | D | |
| Restricted Stock Units(2) | 02/16/2026(7) | 02/16/2028 | Common Stock | 46,596 | $0.0 | D | |
| 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. |
| By: POA pursuant Liz Ramirez For: Ajei Gopal | 07/24/2025 | |
| ** 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. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||