Statement of Changes in Beneficial Ownership (4)

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
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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/YYYY) 12/10/2020
(Street) MOUNTAIN VIEW, CA 94043 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/10/2020		A		2316 ⁽¹⁾	A	$0.0	36948	D
Common Stock	12/10/2020		F		1028 ⁽²⁾	D	$234.17	35920	D
Common Stock	12/10/2020		M		2484	A	$0.0	38404	D
Common Stock	12/10/2020		F		1102 ⁽²⁾	D	$234.17	37302	D

*Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Stock Option (right to buy)	$234.17	12/10/2020		A ⁽³⁾		20705		12/10/2021 ⁽⁴⁾	12/10/2027	Common Stock	20705	$0.0	20705	D
Restricted Stock Units	$0.0	12/10/2020		A ⁽⁵⁾		9936		12/10/2020	12/8/2023	Common Stock	9936	$0.0	9936	D
Restricted Stock Units	$0.0	12/10/2020		D			2484	12/10/2020 ⁽⁶⁾	12/8/2023	Common Stock	2484	$0.0	7452	D
Restricted Stock Units	$0.0	12/10/2020		A ⁽⁷⁾		5339		12/8/2021 ⁽⁶⁾	12/8/2024	Common Stock	5339	$0.0	5339	D

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.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Ghazi Sassine 690 EAST MIDDLEFIELD ROAD MOUNTAIN VIEW, CA 94043			Chief Operating Officer