SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MADHAVAN RAJEEV

(Last)

(First)

(Middle)

C/O MAGMA DESIGN AUTOMATION, INC.

1650 TECHNOLOGY DRIVE

(Street)

SAN JOSE

95110

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MAGMA DESIGN AUTOMATION INC [ LAVA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman & CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/22/2012

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/22/2012		D		3,214	D	$7.35⁽¹⁾	0	D
Common Stock	02/22/2012		D		1,266,180⁽²⁾	D	$7.35⁽¹⁾	0	I	By Trust⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$1	02/22/2012		D			235,218	⁽⁴⁾	12/22/2013	Common Stock	235,218	⁽⁴⁾	0	D
Employee Stock Option (right to buy)	$2.48	02/22/2012		D			175,000	⁽⁵⁾	10/13/2014	Common Stock	175,000	⁽⁵⁾	0	D
Employee Stock Option (right to buy)	$5.12	02/22/2012		D			113,466	⁽⁶⁾	08/22/2018	Common Stock	113,466	⁽⁶⁾	0	D
Restricted Stock Units	$0	02/22/2012		D			31,250	⁽⁷⁾	05/09/2013	Common Stock	31,250	⁽⁷⁾	0	D
Restricted Stock Units	$0	02/22/2012		D			10,417	⁽⁸⁾	10/13/2014	Common Stock	10,417	⁽⁸⁾	0	D
Restricted Stock Units	$0	02/22/2012		D			150,000	⁽⁹⁾	05/26/2015	Common Stock	150,000	⁽⁹⁾	0	D
Restricted Stock Units	$0	02/22/2012		D			100,000	⁽¹⁰⁾	08/22/2016	Common Stock	100,000	⁽¹⁰⁾	0	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger, dated November 30, 2011, by and among Synopsys, Inc., Lotus Acquisition Corp. and Magma Design Automation, Inc. (the "Merger Agreement"), at the effective time of the merger, each share of Magma common stock was converted into the right to receive $7.35 in cash.

2. Includes 2,330 shares purchased on February 21, 2012 pursuant to an ESPP plan.

3. Shares held by the Madhavan Living Trust UA DTD 10/29/1998, Rajeev Madhavan and Geetha Madhavan, Trustees.

4. This option, which initially represented a right to purchase 400,000 shares of Magma common stock, provided for vesting on a monthly basis for 48 months from December 22, 2008. Pursuant to the Merger Agreement, the 62,501 unvested shares subject to the option were converted into and became an option to purchase 15,135 shares of Synopsys common stock at an exercise price of $4.13 per share, and the 172,717 vested shares (including 20,833 shares whose vesting was accelerated in connection with the merger) subject to the option were canceled in exchange for a cash payment per share equal to the excess of $7.35 over the per share exercise price of the option.

5. This option, which originally represented a right to purchase 175,000 shares of Magma common stock, provided for vesting on a quarterly basis over three years from May 4, 2009. Pursuant to the Merger Agreement, the 10,938 unvested shares subject to the option were converted into and became an option to purchase 2,648 shares of Synopsys common stock at an exercise price of $10.25 per share, and the 164,062 vested shares (including 3,646 shares whose vesting was accelerated in connection with the merger) subject to the option were canceled in exchange for a cash payment per share equal to the excess of $7.35 over the per share exercise price of the option.

6. This option, which originally represented a right to purchase 113,466 shares of Magma common stock, provided for vesting on a quarterly basis over four years. Pursuant to the Merger Agreement, the 99,283 unvested shares subject to the option were converted into and became an option to purchase 24,042 shares of Synopsys common stock at an exercise price of $21.15 per share, and the 14,183 vested shares subject to the option were canceled in exchange for a cash payment per share equal to the excess of $7.35 over the per share exercise price of the option.

7. This RSU, which originally represented an award with respect to 125,000 shares of Magma common stock, provided for vesting of 25% annually. Pursuant to the Merger Agreement, the 23,438 unvested shares subject to the RSU were converted into and became RSUs with respect to 5,675 shares of Synopsys common stock, and the 7,812 vested shares (whose vesting was accelerated in connection with the merger) subject to the RSU were canceled in exchange for a cash payment of $7.35 per share.

8. This RSU, which originally represented an award with respect to 125,000 shares of Magma common stock, provided for vesting on a quarterly basis over three years from May 4, 2009. Pursuant to the Merger Agreement, the 7,813 unvested shares subject to the RSU were converted into and became RSUs with respect to 1,891 shares of Synopsys common stock, and the 2,604 vested shares (whose vesting was accelerated in connection with the merger) subject to the RSU were canceled in exchange for a cash payment of $7.35 per share.

9. This RSU, which originally represented an award with respect to 200,000 shares of Magma common stock, provided for vesting annually over four years from May 3, 2010. Pursuant to the Merger Agreement, the 112,500 unvested shares subject to the RSU were converted into and became RSUs with respect to 27,242 shares of Synopsys common stock, and the 37,500 vested shares (whose vesting was accelerated in connection with the merger) subject to the RSU were canceled in exchange for a cash payment of $7.35 per share.

10. This RSU, which originally represented an award with respect to 100,000 shares of Magma common stock, provided for vesting annually over four years. Pursuant to the Merger Agreement, the 75,000 unvested shares subject to the RSU were converted into and became RSUs with respect to 18,161 shares of Synopsys common stock, and the 25,000 vested shares (whose vesting was accelerated in connection with the merger) subject to the RSU were canceled in exchange for a cash payment of $7.35 per share.

	/s/Clayton Parker, as Attorney-in-Fact	02/22/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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