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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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* Teshima Peter S (Last) (First) (Middle) C/O MAGMA DESIGN AUTOMATION, INC. 1650 TECHNOLOGY DRIVE (Street) SAN JOSE CA 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) Director 10% Owner X Officer (give title below) Other (specify below) Chief Financial Officer
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/22/2012		D		126,021	D	$7.35(1)	0	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	$5.12	02/22/2012		D			89,243	(2)	08/22/2018	Common Stock	89,243	(2)	0	D
Employee Stock Option (right to buy)	$2.48	02/22/2012		D			75,000	(3)	10/13/2014	Common Stock	75,000	(3)	0	D
Employee Stock Option (right to buy)	$1	02/22/2012		D			200,000	(4)	12/22/2013	Common Stock	200,000	(4)	0	D
Restricted Stock Units	$0	02/22/2012		D			75,000	(5)	05/26/2015	Common Stock	75,000	(5)	0	D
Restricted Stock Units	$0	02/22/2012		D			35,000	(6)	08/22/2016	Common Stock	35,000	(6)	0	D
Restricted Stock Units	$0	02/22/2012		D			15,000	(7)	05/09/2013	Common Stock	15,000	(7)	0	D
Restricted Stock Units	$0	02/22/2012		D			5,000	(8)	10/13/2014	Common Stock	5,000	(8)	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. This option, which initially represented a right to purchase 89,243 shares of Magma common stock, provided for vesting on a quarterly basis over four years. Pursuant to the Merger Agreement, the 78,088 unvested shares subject to the option were converted into and became an option to purchase 18,909 shares of Synopsys common stock at an exercise price of $21.15 per share, and the 11,155 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.

3. This option, which originally represented a right to purchase 75,000 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 4,688 unvested shares subject to the option were converted into and became an option to purchase 1,135 shares of Synopsys common stock at an exercise price of $10.25 per share, and the 70,312 vested shares (including 1,562 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.

4. This option, which initially represented a right to purchase 200,000 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 31,251 unvested shares subject to the option were converted into and became an option to purchase 7,567 shares of Synopsys common stock at an exercise price of $4.13 per share, and the 168,749 vested shares (including 10,416 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 RSU, which originally represented an award with respect to 100,000 shares of Magma common stock, provided for vesting annually over four years from May 3, 2010. Pursuant to the Merger Agreement, the 56,250 unvested shares subject to the RSU were converted into and became RSUs with respect to 13,621 shares of Synopsys common stock, and the 18,750 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.

6. This RSU, which originally represented an award with respect to 35,000 shares of Magma common stock, provided for vesting annually over four years. Pursuant to the Merger Agreement, the 26,250 unvested shares subject to the RSU were converted into and became RSUs with respect to 6,356 shares of Synopsys common stock, and the 8,750 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.

7. This RSU, which originally represented an award with respect to 60,000 shares of Magma common stock, provided for vesting of 25% annually. Pursuant to the Merger Agreement, the 11,250 unvested shares subject to the RSU were converted into and became RSUs with respect to 2,724 shares of Synopsys common stock, and the 3,750 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 60,000 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 3,750 unvested shares subject to the RSU were converted into and became RSUs with respect to 908 shares of Synopsys common stock, and the 1,250 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
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