Ownership Submission
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 OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
DE GEUS AART
  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
__X__ Officer (give title below) _____ Other (specify below)
Chairman of the Board & CEO
(Last)
(First)
(Middle)
700 EAST MIDDLEFIELD ROAD
3. Date of Earliest Transaction (Month/Day/Year)
12/04/2009
(Street)

MOUNTAIN VIEW, CA 94043
4. If Amendment, Date 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
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
Common Stock 12/08/2009   A   13,500 A $ 0 (1) 390,758 D  
Common Stock 12/08/2009   F   5,646 (2) D $ 20.74 385,112 D  
Common Stock               22,000 I by Spouse (3)
Common Stock               275,000 I by Trust (4)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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
Non-Qualified Stock Option (right to buy) $ 21.02 12/04/2009   J(5)   182,500   03/04/2010(6) 12/04/2016 Common Stock 182,500 $ 0 182,500 D  
Restricted Stock Units $ 0 12/08/2009   D     13,500 12/08/2007(7) 12/08/2010 Common Stock 13,500 $ 0 13,500 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
DE GEUS AART
700 EAST MIDDLEFIELD ROAD
MOUNTAIN VIEW, CA 94043
  X     Chairman of the Board & CEO  

Signatures

 By: Stephen Buckhout pursuant to POA For: Aart de Geus   12/08/2009
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Upon vesting, each restricted stock unit was converted into an equivalent number of shares of common stock.
(2) These shares were retained by the Company in order to meet the tax withholding obligations of the award holder in connection with the vesting of an installment of the performance restricted stock unit award. The Compensation Committee approved the disposition of shares by the award holder and the amount retained by the Company was not in excess of the amount of the tax liability.
(3) Reporting person disclaims beneficial ownership by spouse
(4) On September 1, 2009, the reporting person established a new grantor retained annuity trust for the benefit of himself and his two minor children and contributed 275,000 shares of SNPS common stock thereto. On September 12, 2006, the reporting person contributed 275,000 shares of SNPS common stock to a grantor retained annuity trust for the benefit of himself and his two minor children (the "2006 GRAT"). The reporting person previously reported returns of an aggregate of [155,389] shares from the 2006 GRAT to himself. The 2006 GRAT terminated on September 12, 2009, at which time an aggregate of 14,852 shares were gifted to trusts for the benefit of the reporting person's minor children, each trust of which has an independent trustee. In addition, on September 12, 2009, the remaining [104,759] shares in the 2006 GRAT were returned to the reporting person.
(5) Grant to reporting person to buy shares of common stock under the Synopsys, Inc 2006 Employee Equity Incentive Plan
(6) Option vests in 16 equal quarterly installments beginning on the date shown.
(7) 25% of the units vest on the date shown followed by three equal annual installments.

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