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^*

BUSHBY KEVIN

(Last)

(First)

(Middle)

2655 SEELY AVENUE, BLDG. 5

(Street)

SAN JOSE,

95134

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CADENCE DESIGN SYSTEMS INC [ CDNS ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Exec VP - WW Field Operations

3. Date of Earliest Transaction (Month/Day/Year)
05/12/2006

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	05/12/2006		S		4,100	D	$19.3	197,590	D
Common Stock	05/12/2006		S		500	D	$19.32	197,090	D
Common Stock	05/12/2006		S		3,000	D	$19.35	194,090	D
Common Stock	05/12/2006		S		2,300	D	$19.31	191,790	D
Common Stock	05/12/2006		S		100	D	$19.33	191,690	D
Common Stock	05/15/2006		M		3,750	A	$10.105	195,440	D
Common Stock	05/15/2006		M		15,000	A	$12.625	210,440	D
Common Stock	05/15/2006⁽¹⁾		S		6,000	D	$19.1	204,440	D
Common Stock	05/15/2006⁽¹⁾		S		4,000	D	$19.0131	200,440	D
Common Stock	05/15/2006⁽¹⁾		S		5,000	D	$19.1023	195,440	D
Common Stock	05/15/2006⁽¹⁾		S		3,750	D	$19.1318	191,690	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)
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)
Non-qualified stock option (right to buy)	$10.105	05/15/2006		M			3,750	⁽²⁾	01/29/2013	Common Stock	3,750	$0	18,750	D
Non-Qualified stock option (right to buy)	$12.625	05/15/2006		M			15,000	⁽³⁾	07/31/2012	Common Stock	15,000	$0	110,000	D

Explanation of Responses:

1. The transaction reported in this Form 4 was effected pursuant to a Rule 10b5-1 Trading Plan adopted by reporting person on February 7, 2006.

2. Option was granted on January 29, 2003 and vests at a rate of 1/48th per month thereafter.

3. Option was granted on July 31, 2002 and vests at a rate of 1/48th per month thereafter.

Remarks:

	R.L. Smith McKeithen, Attorney-in-Fact for Kevin Bushby	05/15/2006
	** 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 4 (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).
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