| Name | Relationship | Address | Signature | Signature date | CIK |
|---|---|---|---|---|---|
| Hearn Walter | SVP, World Sales & Cust. Exc. | 2600 ANSYS DRIVE, CANONSBURG | /s/ Janet Lee, Attorney-in-Fact | 18 Jul 2025 | 0001966590 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | ANSS | Common Stock | Disposed to Issuer | -21,849 | -48% | 23,839 | 17 Jul 2025 | Direct | F1, F2 | ||
| transaction | ANSS | Common Stock | Award | $0 | +3,641 | +15% | $0.000000 | 27,480 | 17 Jul 2025 | Direct | F3 |
| transaction | ANSS | Common Stock | Disposed to Issuer | -11,961 | -44% | 15,519 | 17 Jul 2025 | Direct | F4 | ||
| transaction | ANSS | Common Stock | Disposed to Issuer | -15,519 | -100% | 0 | 17 Jul 2025 | Direct | F5 |
Walter Hearn is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | On July 17, 2025, pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement"), dated January 15, 2024, by and among Synopsys, Inc., a Delaware corporation ("Parent"), ALTA Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent, and the Issuer, the Issuer became a wholly owned subsidiary of Parent (the "Merger"). |
| F2 | At the effective time of the Merger (the "Effective Time"), pursuant to the Merger Agreement, each Issuer restricted stock unit ("RSU") outstanding and unvested immediately prior to the Effective Time and held by a person who is not a non-employee director of the Issuer was converted into that number of Parent RSUs, rounded to the nearest whole share, equal to the product of (i) the number of shares of Issuer Common Stock subject to such Issuer RSU, including any accrued but unpaid dividend equivalents thereon, multiplied by (ii) the Conversion Ratio (as defined in the Merger Agreement) (each such assumed Issuer RSU, as so adjusted, a "Converted RSU"). Any Converted RSU is subject to the same terms and conditions as were applicable to such Issuer RSU prior to the Effective Time. |
| F3 | Represents a deemed acquisition of shares of Issuer Common Stock underlying unvested performance-based RSUs (each, an "Issuer PSU") based on the attainment of the applicable performance metrics at the (i) actual level of performance for performance periods that lapsed in the ordinary course prior to the Effective Time or (ii) greater of the target or actual level of performance, as determined by the Issuer's board of directors or a committee thereof immediately prior to the Effective Time. |
| F4 | At the Effective Time, pursuant to the Merger Agreement, each Issuer PSU was converted into a Converted RSU and is subject to the same terms and conditions as were applicable to such Issuer PSU prior to the Effective Time (excluding any performance-based vesting conditions). |
| F5 | At the Effective Time, pursuant to the Merger Agreement and subject to certain exceptions, each share of Issuer Common Stock outstanding immediately prior to the Effective Time was converted into the right to receive (i) 0.3399 of a share of Parent Common Stock and (ii) $199.91 in cash, without interest. |