| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 10/17/2006 |
3. Issuer Name and Ticker or Trading Symbol
SYNAPTICS INC [ SYNA ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) 10/19/2006 |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 0 | D | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Employee Stock Option (Right to Buy) | (1) | 09/26/2013 | Common Stock | 55,000(2) | 10.91 | D | |
| Employee Stock Option (Right to Buy) | (3) | 10/19/2014 | Common Stock | 18,000 | 24.93 | D | |
| Employee Stock Option (Right to Buy) | (4) | 10/18/2015 | Common Stock | 18,000 | 19.56 | D | |
| Employee Stock Option (Right to Buy) | (5) | 07/25/2016 | Common Stock | 11,250 | 21.03 | D | |
| Deferred Stock Units (Phantom Stock) | (6) | (7) | Common Stock | 1,250 | (8) | D | |
| Explanation of Responses: |
| 1. 25% of the total number of shares subject to the option vested and became exercisable on the twelve month anniversary of the September 26, 2003 date of grant, and 1/48th of the total number of shares subject to the option vested or shall vest and became or shall become exercisable on the 26th day of each month thereafter. |
| 2. 45,000 of the total number of shares subject to the option (100,000 shares) were previously acquired pursuant to an exercise of options. |
| 3. 25% of the total number of shares subject to the option vested and became exercisable on the twelve month anniversary of the October 19, 2004 date of grant, and 1/48th of the total number of shares subject to the option vested or shall vest and became or shall become exercisable on the 19th day of each month thereafter. |
| 4. 25% of the total number of shares subject to the option shall vest and become exercisable on the twelve month anniversary of the October 18, 2005 date of grant, and 1/48th of the total number of shares subject to the option shall vest and become exercisable on the 18th day of each month thereafter. |
| 5. 25% of the total number of shares subject to the option shall vest and become exercisable on the twelve month anniversary of the July 25, 2006 date of grant, and 1/48th of the total number of shares subject to the option shall vest and become exercisable on the 25th day of each month thereafter. |
| 6. 25% of the total number of deferred stock units shall vest on July 31, 2007, and 1/16th of the total number of deferred stock units shall vest quarterly thereafter. |
| 7. Stock will be delivered for vested units as of January 31, April 30, July 31, and October 31 of each year. |
| 8. Each vested deferred stock unit will be converted into one share of the Issuer's common stock. |
| Remarks: |
| This second Amended Form 3 is being filed to include the Confirming Statement included herein. |
| Mary Jo Visneski, as attorney-in-fact | 11/10/2006 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
CONFIRMING STATEMENT This Statement confirms that the undersigned, Hing Chung Wong, has authorized and designated Mary Jo Visneski to execute and file on the undersigned's behalf the Amended Form 3 and November 6, 2006 Form 4 (including any amendments thereto) that the undersigned was required to file with the U.S. Securities and Exchange Commission as a result of the undersigned's ownership of or transactions in securities of Synaptics Incorporated. The undersigned acknowledges that Mary Jo Visneski is not assuming any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. Dated: November 8, 2006. /s/ Hing Chung Wong
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This website contains forward-looking statements that are subject to the safe harbors created under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. Forward-looking statements give our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business, and can be identified by the fact that they do not relate strictly to historical or current facts. Such forward-looking statements may include words such as "expect," "anticipate," "intend," "believe," "estimate," "plan," "target," "strategy," "continue," "may," "will," "should," variations of such words, or other words and terms of similar meaning. All forward-looking statements reflect our best judgment and are based on several factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control. Such factors include, but are not limited to, the risks as identified in the "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Business" sections of our Annual Report on Form 10-K for our most recent fiscal year, and other risks as identified from time to time in our Securities and Exchange Commission reports. Forward-looking statements are based on information available to us on the date hereof, and we do not have, and expressly disclaim, any obligation to publicly release any updates or any changes in our expectations, or any change in events, conditions, or circumstances on which any forward-looking statement is based. Our actual results and the timing of certain events could differ materially from the forward-looking statements. These forward-looking statements do not reflect the potential impact of any mergers, acquisitions, or other business combinations that had not been completed as of the date of this filing.