FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Adams Mark
2. Issuer Name and Ticker or Trading Symbol

CADENCE DESIGN SYSTEMS INC [ CDNS ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

2655 SEELY AVENUE, BLDG. 5
3. Date of Earliest Transaction (MM/DD/YYYY)

2/19/2020
(Street)

SAN JOSE, CA 95134
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 2/7/2019  G  V 22480 (1)D$0.00 5771 D  
Common Stock 2/7/2019  G  V 22480 (1)A$0.00 22480 I By Trust (2)
Common Stock 2/19/2020  G  V 3250 (3)D$0.00 19230 I By Trust (2)
Common Stock 2/19/2020  G  V 3250 (3)A$0.00 9021 D  
Common Stock 2/19/2020  S  3250 (4)D$80.00 5771 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) On February 7, 2019 and various other dates, the Reporting Person transferred an aggregate of 22,480 directly owned shares to the Adams Family Trust dated 10/27/2000. The Reporting Person remains the beneficial owner of the shares, which are now reported as indirectly owned through the trust.
(2) Shares held by the Adams Family Trust dated 10/27/2000.
(3) Shares transferred from the Adams Family Trust dated 10/27/2000 to the Reporting Person.
(4) The transaction reported in this Form 4 was effected pursuant to a Rule 10b5-1 Trading Plan adopted by the Reporting Person.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Adams Mark
2655 SEELY AVENUE, BLDG. 5
SAN JOSE, CA 95134
X



Signatures
Shirley X. Li, Attorney-in-Fact for Mark W. Adams2/21/2020
**Signature of Reporting PersonDate

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