Schedule 13G/A

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NfRnVHy6xjOfaAkU7wgSZDWWeBbWXSH+HaXdYZMUKv+4PtbS3+GtCYz/Odv3/vs8 YS3rb7G/Utx0znLjeFusnQ== 0001193125-05-121530.txt : 20050611 0001193125-05-121530.hdr.sgml : 20050611 20050607160556 ACCESSION NUMBER: 0001193125-05-121530 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050607 DATE AS OF CHANGE: 20050607 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MAGMA DESIGN AUTOMATION INC CENTRAL INDEX KEY: 0001065034 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 770454924 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-77999 FILM NUMBER: 05883016 BUSINESS ADDRESS: STREET 1: 5460 BAYFRONT PLAZA CITY: SANTA CLARA STATE: CA ZIP: 95054 BUSINESS PHONE: 408-565-7500 MAIL ADDRESS: STREET 1: 5460 BAYFRONT PLAZA CITY: SANTA CLARA STATE: CA ZIP: 95054 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MADHAVAN RAJEEV CENTRAL INDEX KEY: 0001167088 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: MAGMA DESIGN AUTOMATION INC STREET 2: 2 RESULTS WAY CITY: CUPERTINO STATE: CA ZIP: 95014 SC 13G/A 1 dsc13ga.htm SCHEDULE 13G/A Schedule 13G/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 3)

Magma Design Automation, Inc.

(Name of Issuer)

Common Stock, par value $.0001

(Title of Class of Securities)

559181 10 2

(CUSIP Number)

December 31, 2004

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

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 on 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).

SCHEDULE 13G


CUSIP No. 559181 10 2				Page 2 of 5 Pages


1		NAME OF REPORTING PERSON/I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Rajeev Madhavan
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) ¨
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5 SOLE VOTING POWER

1,468,120⁽¹⁾

6 SHARED VOTING POWER

308,156 shares⁽²⁾

7 SOLE DISPOSITIVE POWER

1,448,119 shares⁽³⁾

8 SHARED DISPOSITIVE POWER

308,156 shares⁽²⁾


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,776,276 shares⁽⁴⁾
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.0 %
12	TYPE OF REPORTING PERSON (See Instructions) IN

Beneficial ownership as of 3/31/05:

(1)	Includes 573,064 shares beneficially owned pursuant to stock options exercisable within 60 days of March 31, 2005, of which 20,001 shares, upon exercise, are subject to a right of repurchase by Magma Design Automation, Inc., which right lapses over time.

(2)	Shares held by the Madhavan Living Trust UAD 10/29/1998. Mr. Madhavan and his spouse, Geetha Madhavan, are trustees of the Madhavan Living Trust UAD 10/29/1998.

(3)	Includes 553,063 shares beneficially owned pursuant to stock options exercisable within 60 days of March 31, 2005.

(4)

Includes 573,064 shares beneficially owned pursuant to stock options exercisable within 60 days of March 31, 2005, part of which, upon exercise, are subject to a right of repurchase by Magma Design Automation, Inc., which right lapses over time. Includes 308,156 shares held by the Madhavan Living Trust UAD 10/29/1998. Mr. Madhavan and his spouse, Geetha Madhavan, are trustees of the Madhavan Living Trust UAD 10/29/1998.

SCHEDULE 13G


CUSIP No. 559181 10 2				Page 3 of 5 Pages

Item 1.

(a)

Name of Issuer:

Magma Design Automation, Inc.

(b)

Address of Issuer’s Principal Executive Offices:

5460 Bayfront Plaza, Santa Clara, California 95054

Item 2.

(a)

Name of Person Filing:

Rajeev Madhavan

(b)

Address of Principal Business Office:

5460 Bayfront Plaza, Santa Clara, California 95054

(c)

Citizenship:

United States

(d)

Title of Class of Securities:

Common Stock, $.0001 par value

(e)

CUSIP Number:

559181 10 2

Item 3.

Not Applicable.

SCHEDULE 13G


CUSIP No. 559181 10 2				Page 4 of 5 Pages



Item 4.	Ownership

	(a)	Amount beneficially owned:

		1,776,276 shares of Common Stock

	(b)	Percent of class:

		5.0 %

	(c)	Number of shares as to which the person has:

		(i)	Sole power to vote or to direct the vote:

			1,468,120 shares, which includes 573,064 shares beneficially owned pursuant to stock options exercisable within 60 days of March 31, 2005, of which 20,001 shares, upon exercise, are subject to a right of repurchase by Magma Design Automation, Inc., which right lapses over time.

		(ii)	Shared power to vote or to direct the vote:

			308,156 shares held by the Madhavan Living Trust UAD 10/29/1998. Mr. Madhavan and his spouse, Geetha Madhavan, are trustees of the Madhavan living Trust UAD 10/29/1998.

		(iii)	Sole power to dispose or to direct the disposition of:

			1,448,119 shares, which includes 553,063 shares beneficially owned pursuant to stock options exercisable within 60 days of March 31, 2005.

		(iv)	Shared power to dispose or to direct the disposition:

			308,156 shares held by the Madhavan Living Trust UAD 10/29/1998. Mr. Madhavan and his spouse, Geetha Madhavan, are trustees of the Madhavan Living Trust UAD 10/29/1998.

Item 5.	Ownership of Five Percent or Less of a Class

	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 five percent of the class of securities, check the following: ¨

Item 6.	Ownership of More Than Five Percent on Behalf of Another Person

	Not applicable.

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

	Not applicable.

Item 8.	Identification and Classification of Members of the Group

	Not applicable.

Item 9.	Notice of Dissolution of Group

	Not applicable.

Item 10.	Certifications

	Not applicable.

SCHEDULE 13G


CUSIP No. 559181 10 2				Page 5 of 5 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Dated: June 6, 2005	By:	/s/ Rajeev Madhavan
		Rajeev Madhavan

-----END PRIVACY-ENHANCED MESSAGE-----