SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the
Securities Exchange Act of 1934
(Amendment
No. 2)
Synaptics
Incorporated
(Name
of
Issuer)
Common
Stock, $0.001 par value
(Title
of
Class of Securities)
87157D109
(CUSIP
Number)
December
31, 2006
(Date
of
Event Which Requires Filing of this Statement)
Check
the
following box to designate the rule pursuant to which the Schedule is filed:
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o
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Rule
13d-1(b)
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x
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Rule
13d-1(c)
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o
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Rule
13d-1(d)
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*
The
remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed
to
be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934
("Act") or otherwise subject to the liabilities of that section of the Act
but
shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP
No. 87157D109
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1.
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Names
of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only)
D.
E. Shaw Valence Portfolios, L.L.C.
13-4046559
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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o
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3.
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SEC
Use Only
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4.
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Citizenship
or Place of Organization
Delaware
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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5.
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Sole
Voting Power
-0-
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6.
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Shared
Voting Power
968,070
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7.
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Sole
Dispositive Power
-0-
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8.
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Shared
Dispositive Power
968,070
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
968,070
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) o
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11.
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Percent
of Class Represented by Amount in Row (9)
3.8%
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12.
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Type
of Reporting Person (See Instructions)
OO
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CUSIP
No. 87157D109
|
||||||
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1.
|
Names
of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only)
D.
E. Shaw & Co., L.P.
13-3695715
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
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|||||
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(a)
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o
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|||||
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(b)
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o
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3.
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SEC
Use Only
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4.
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Citizenship
or Place of Organization
Delaware
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|||||
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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5.
|
Sole
Voting Power
-0-
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||||
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6.
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Shared
Voting Power
968,137
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|||||
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7.
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Sole
Dispositive Power
-0-
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|||||
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8.
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Shared
Dispositive Power
968,137
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|||||
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
968,137
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) o
|
|||||
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11.
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Percent
of Class Represented by Amount in Row (9)
3.8%
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|||||
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12.
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Type
of Reporting Person (See Instructions)
IA,
PN
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CUSIP
No. 87157D109
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||||||
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1.
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Names
of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only)
David
E. Shaw
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
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|||||
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(a)
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o
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(b)
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o
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3.
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SEC
Use Only
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4.
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Citizenship
or Place of Organization
United
States
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|||||
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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5.
|
Sole
Voting Power
-0-
|
||||
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6.
|
Shared
Voting Power
968,137
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|||||
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7.
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Sole
Dispositive Power
-0-
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|||||
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8.
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Shared
Dispositive Power
968,137
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|||||
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
968,137
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|||||
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10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) o
|
|||||
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11.
|
Percent
of Class Represented by Amount in Row (9)
3.8%
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|||||
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12.
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Type
of Reporting Person (See Instructions)
IN
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Item
1.
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(a)
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Name
of Issuer
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Synaptics
Incorporated
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(b)
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Address
of Issuer's Principal Executive Offices
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3120
Scott Blvd., Suite 130
Santa
Clara, California 95054
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Item
2.
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(a)
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Name
of Person Filing
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D.
E. Shaw Valence Portfolios, L.L.C.
D.
E. Shaw & Co., L.P.
David
E. Shaw
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(b)
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Address
of Principal Business Office or, if none, Residence
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The
business address for each reporting person is:
120
W. 45th
Street, Tower 45, 39th
Floor
New
York, NY 10036
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(c)
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Citizenship
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D.
E. Shaw Valence Portfolios, L.L.C. is a limited liability company
organized under the laws of the state of Delaware.
D.
E. Shaw & Co., L.P. is a limited partnership organized under the laws
of the state of Delaware.
David
E. Shaw is a citizen of the United States of
America.
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(d)
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Title
of Class of Securities
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Common
Stock, $0.001 par value
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(e)
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CUSIP
Number
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87157D109
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Item
3.
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If
this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or
(c),
check whether the person filing is a:
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Not
applicable
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Item
4.
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Ownership.
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As
of December 31, 2006:
(a)
Amount beneficially owned:
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D.
E. Shaw Valence Portfolios, L.L.C.:
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968,
070 shares
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D.
E. Shaw & Co., L.P.:
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968,137
shares
This
is composed of (i) 968, 070 shares in the name of D. E. Shaw
Valence Portfolios, L.L.C. and (ii) 67 shares in the name of D. E.
Shaw
Synoptic Portfolios 2, L.L.C.
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David
E. Shaw:
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968,137
shares
This
is composed of (i) 968, 070 shares in the name of D. E. Shaw
Valence Portfolios, L.L.C. and (ii) 67 shares in the name of D. E.
Shaw
Synoptic Portfolios 2, L.L.C.
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(b)
Percent of class:
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D.
E. Shaw Valence Portfolios, L.L.C.:
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3.8%
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D.
E. Shaw & Co., L.P.:
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3.8%
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David
E. Shaw:
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3.8%
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(c)
Number of shares to which the person has:
(i)
Sole
power to vote or to direct the vote:
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D.
E. Shaw Valence Portfolios, L.L.C.:
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-0-
shares
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D.
E. Shaw & Co., L.P.:
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-0-
shares
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David
E. Shaw:
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-0-
shares
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(ii)
Shared power to vote or to direct the vote:
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D.
E. Shaw Valence Portfolios, L.L.C.:
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968,
070 shares
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D.
E. Shaw & Co., L.P.:
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968,137
shares
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David
E. Shaw:
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968,137
shares
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(iii)
Sole power to dispose or to direct the disposition of:
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D.
E. Shaw Valence Portfolios, L.L.C.:
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-0-
shares
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D.
E. Shaw & Co., L.P.:
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-0-
shares
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David
E. Shaw:
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-0-
shares
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(iv)
Shared power to dispose or to direct the disposition of:
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D.
E. Shaw Valence Portfolios, L.L.C.:
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968,
070 shares
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|
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D.
E. Shaw & Co., L.P.:
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968,137
shares
|
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David
E. Shaw:
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968,137
shares
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David
E.
Shaw does not own any shares directly. By virtue of David E. Shaw’s position as
President and sole shareholder of D. E. Shaw & Co., Inc., which is the
general partner of D. E. Shaw & Co., L.P., which in turn is the managing
member and investment adviser of D. E. Shaw Valence Portfolios, L.L.C., and
the
investment adviser of D. E. Shaw Synoptic Portfolios 2, L.L.C., and by virtue
of
David E. Shaw’s position as President and sole shareholder of D. E. Shaw &
Co. II, Inc., which is the managing member of D. E. Shaw & Co., L.L.C.,
which in turn is the managing member of D. E. Shaw Synoptic Portfolios 2,
L.L.C., David E. Shaw may be deemed to have the shared power to vote or direct
the vote of, and the shared power to dispose or direct the disposition of,
the
968,137 shares as described above constituting 3.8% of the outstanding shares
and, therefore, David E. Shaw may be deemed to be the beneficial owner of
such
shares. David E. Shaw disclaims beneficial ownership of such 968,137
shares.
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Item
5.
Ownership
of Five Percent or Less of a Class
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If
this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner
of more
than 5 percent of the class of securities, check the following x
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Item
6.
Ownership
of More than Five Percent on Behalf of Another Person.
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Not
Applicable
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Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security
Being
Reported on By the Parent Holding Company or Control Person.
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Not
Applicable
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Item
8.
Identification
and Classification of Members of the Group
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Not
Applicable
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Item
9.
Notice
of Dissolution of Group
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Not
Applicable
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Item
10.
Certification
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By
signing below, each of D. E. Shaw Valence Portfolios, L.L.C., D. E. Shaw &
Co., L.P., and David E. Shaw certify that, to the best of such reporting
person’s knowledge and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the effect of changing
or
influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction
having such purposes or effect.
SIGNATURE
After
reasonable inquiry and to the best of their knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct. A Power of Attorney, dated February 24, 2004, granted
by
David E. Shaw in favor of Eric Wepsic, is attached hereto.
Dated:
February 14, 2007
D.
E.
Shaw Valence Portfolios, L.L.C.
By:
D. E. Shaw & Co., L.P.,
as
managing member
managing member
By: /s/
Eric Wepsic
Eric
Wepsic
Managing
Director
D.
E.
Shaw & Co., L.P.
By: /s/
Eric Wepsic
Eric
Wepsic
Managing
Director
David
E.
Shaw
By: /s/
Eric Wepsic
Eric
Wepsic
Attorney-in-Fact
for David E. Shaw
Exhibit
1
POWER
OF
ATTORNEY
FOR
CERTAIN FILINGS
UNDER
THE
SECURITIES EXCHANGE ACT OF 1934
I,
David
E. Shaw, hereby make, constitute and appoint each of:
Anne
Dinning,
Julius
Gaudio,
Lou
Salkind,
Stuart
Steckler, and
Eric
Wepsic,
acting
individually, as my agent and attorney-in-fact, with full power of substitution,
for the purpose of, from time to time, executing in my name and/or my capacity
as President of D. E. Shaw & Co., Inc. (acting for itself or as
the general partner of D. E. Shaw & Co., L.P. and general partner or
managing member of other entities, any which in turn may be acting for itself
or
other entities) all documents, certificates, instruments, statement, other
filings, and amendments to the forgoing (collectively, “documents”) determined
by such person to be necessary or appropriate to comply with ownership or
control-person reporting requirements imposed by any United States or non-United
States governmental or regulatory authority, including without limitation Forms
3, 4, 5, 13D, 13F, and 13G required to be filed with the Securities and Exchange
Commission; and delivering, furnishing or filing any such documents with the
appropriate governmental or regulatory authority. Any such determination shall
be conclusively evidenced by such person’s execution, delivery, furnishing,
and/or filing of the applicable document.
This
power of attorney shall be valid from the date hereof and replaces the power
granted on February 5, 2001, which is hereby cancelled.
IN
WITNESS HEREOF, I have executed this instrument as of the date set forth
below.
Date:
February 24, 2004
DAVID
E.
SHAW, as President of
D.
E.
Shaw & Co., Inc.
/s/
David
E. Shaw
New
York,
New York
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.