Form 4: ANSYS Director Disposes of Shares Following Synopsys Merger Completion
Insider Transaction Report
ANSYS Director Ravi K. Vijayaraghavan reported the disposition of all his common stock holdings in ANSYS Inc. as the company became a wholly-owned subsidiary of Synopsys, Inc.
Summary
- Ravi K. Vijayaraghavan, a Director of ANSYS Inc., reported the disposition of 6,102 shares of ANSYS Common Stock on July 17, 2025.
- This transaction occurred as ANSYS Inc. became a wholly-owned subsidiary of Synopsys, Inc. following the completion of a merger agreement dated January 15, 2024.
- At the effective time of the merger, each outstanding share of ANSYS Common Stock was converted into the right to receive 0.3399 shares of Synopsys Common Stock and $199.91 in cash, without interest.
- The reported shares included those underlying restricted stock units that vested and settled in connection with and in advance of the merger consummation.
- Following this transaction, Ravi K. Vijayaraghavan beneficially owns 0 shares of ANSYS Common Stock.
- The reporting person is no longer subject to Section 16 obligations for ANSYS Inc.
Sentiment
Score: 5
Explanation: The filing is a factual report of a completed corporate action (merger) and a resulting insider transaction. It does not convey positive or negative sentiment about the company's ongoing performance, but rather the finalization of a pre-announced event.
Positives
- The disposition of shares occurred as part of a merger, indicating a successful corporate acquisition for ANSYS shareholders.
- Shareholders received a combination of cash ($199.91 per share) and Synopsys stock (0.3399 shares per ANSYS share), providing immediate liquidity and continued equity participation in the acquiring entity.
- Restricted stock units held by the director vested and settled in connection with the merger, converting into the merger consideration.
Negatives
- The reporting person no longer holds any direct beneficial ownership in ANSYS Inc. as it ceased to be a publicly traded entity.
Future Outlook
NA
Industry Context
This filing reflects the completion of a significant merger in the software industry, where Synopsys, a leader in electronic design automation (EDA) and semiconductor IP, acquired ANSYS, a prominent provider of simulation software. This acquisition consolidates capabilities in the engineering simulation and design automation markets.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Director | Ravi K. Vijayaraghavan | N/A (no longer subject to Section 16 for ANSYS Inc. as it is now a private subsidiary) | 07/17/2025 | ANSYS Inc. became a wholly-owned subsidiary of Synopsys, Inc. through a merger, leading to the cessation of the director's reporting obligations under Section 16 for ANSYS. |
Stakeholder Impact
- Shareholders (of former ANSYS Inc.): Received a combination of cash and Synopsys, Inc. common stock for their shares, converting their investment in ANSYS into consideration from the acquiring entity.
- Reporting Person (Ravi K. Vijayaraghavan): His beneficial ownership in ANSYS Inc. was converted to merger consideration, and he is no longer subject to Section 16 reporting requirements for ANSYS.
Next Steps
- The reporting person is no longer subject to Section 16 obligations for ANSYS Inc.
- ANSYS Inc. is now a wholly-owned subsidiary of Synopsys, Inc.
Key Dates
| Date | Description |
|---|---|
| 01/15/2024 | Date of the Agreement and Plan of Merger between Synopsys, Inc., ALTA Acquisition Corp., and ANSYS Inc. |
| 07/17/2025 | Effective date of the merger where ANSYS Inc. became a wholly-owned subsidiary of Synopsys, Inc. and the transaction date for the disposition of shares. |
| 07/18/2025 | Date the Form 4 was signed by the Attorney-in-Fact for the reporting person. |
Keywords
ANSYS Inc., Synopsys Inc., Merger, Acquisition, Form 4, Insider Transaction, Share Disposition, Common Stock, Restricted Stock Units, Corporate Action
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