Form 4: ANSYS SVP Emswiler Reports Post-Merger Equity Changes Following Synopsys Acquisition

ANSYS SVP Shane Emswiler's latest SEC Form 4 details the conversion of his equity holdings into Synopsys shares and cash following the acquisition of ANSYS by Synopsys.

Summary

• SEC Form 4 filed by Shane Emswiler, SVP, Products of ANSYS INC, detailing changes in beneficial ownership of securities.
• These changes occurred on July 17, 2025, as a direct result of the merger where ANSYS INC became a wholly-owned subsidiary of Synopsys, Inc.
• Under the merger agreement, each share of ANSYS Common Stock was converted into a combination of Synopsys Common Stock and cash.
• Unvested ANSYS Restricted Stock Units (RSUs) were converted into Synopsys RSUs, retaining their original terms.
• Unvested performance-based ANSYS RSUs (PSUs) were converted into Synopsys RSUs, with performance metrics determined at the greater of target or actual level, and performance-based vesting conditions removed.
• The filing reports the disposition of 38,421 shares of ANSYS Common Stock related to RSU conversion, 14,951 shares related to PSU conversion, 24 shares of common stock, and 32,251 shares of common stock held by a trust, all due to the merger.
• A deemed acquisition of 4,551 shares of ANSYS Common Stock underlying unvested performance-based RSUs was also reported, reflecting the attainment of performance metrics prior to conversion.

Sentiment

Score: 7

Explanation: The filing details the expected equity conversion following a merger, which includes favorable terms for the executive's performance-based awards and a significant cash component for shareholders, indicating a positive outcome from the merger for the reporting person and shareholders.

Positives

• Performance-based Restricted Stock Units (PSUs) were converted into Synopsys RSUs at the greater of target or actual performance level, maximizing the value for the executive.
• Performance-based vesting conditions for converted PSUs were removed, providing certainty of vesting for the executive.
• ANSYS shareholders received a cash component of $199.91 per share, providing immediate liquidity and value realization.
• ANSYS shareholders also received 0.3399 shares of Synopsys Common Stock per share, allowing for continued equity participation in the combined entity.

Future Outlook

The document is a historical report of a completed transaction and does not contain forward-looking statements or guidance.

Industry Context

The merger of ANSYS and Synopsys represents a significant consolidation in the electronic design automation (EDA) and simulation software industries, aiming to create a comprehensive portfolio for chip-to-system design. This Form 4 details the equity conversion for an executive as a result of this strategic industry move.

Stakeholder Impact

• Shareholders of ANSYS INC received a combination of cash and Synopsys, Inc. common stock for their shares.
• Employees, including the reporting person, had their unvested ANSYS equity awards converted into Synopsys equity awards, with favorable terms for performance-based units.

Key Dates

Keywords

SEC Form 4, Insider Transaction, Beneficial Ownership, ANSYS INC, ANSS, Synopsys Inc, Merger, Acquisition, Equity Conversion, Restricted Stock Units, Performance Stock Units, Share Disposition, Cash Consideration, Stock Consideration, Corporate Governance