ANSYS INC

Filing Date

Jul 24, 2025

Transaction Date

Jul 17, 2025

Accession Number

0001140361-25-027114

Form Type

4

Footnotes

1. (F1)Upon further review of the Form 4 that was filed on July 18, 2025, it was determined that the number of shares of Issuer Common Stock that was reported as beneficially owned and disposed of by the Reporting Person was understated by 10,479 shares and the number of shares of Issuer Common Stock that was reported as underlying the unvested time-based restricted stock units ("RSUs") that were disposed of by the Reporting Person inadvertently included certain performance-based RSUs and was overstated by 5,388 shares. This amendment accurately reflects the Reporting Person's holdings and the transactions that occurred on July 17, 2025.
2. (F2)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").
3. (F3)At the effective time of the Merger (the "Effective Time"), pursuant to the Merger Agreement, each Issuer 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.
4. (F4)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.
5. (F5)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).
6. (F6)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.