FORM 4
[ X ] 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, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Teshima Peter S 		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
(Last)          (First)          (Middle)

C/O MAGMA DESIGN AUTOMATION, INC., 1650 TECHNOLOGY DRIVE 		3. Date of Earliest Transaction (MM/DD/YYYY)

2/22/2012
(Street)

SAN JOSE, CA 95110
(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   2/22/2012     D    126021   D $7.35   (1) 0   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 Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. 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 Date 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 of Derivative Security: 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   2/22/2012     D         89243      (2) 8/22/2018   Common Stock   89243     (2) 0   D    
Employee Stock Option (right to buy)   $2.48   2/22/2012     D         75000      (3) 10/13/2014   Common Stock   75000     (3) 0   D    
Employee Stock Option (right to buy)   $1   2/22/2012     D         200000      (4) 12/22/2013   Common Stock   200000     (4) 0   D    
Restricted Stock Units   $ 0   2/22/2012     D         75000      (5) 5/26/2015   Common Stock   75000     (5) 0   D    
Restricted Stock Units   $ 0   2/22/2012     D         35000      (6) 8/22/2016   Common Stock   35000     (6) 0   D    
Restricted Stock Units   $ 0   2/22/2012     D         15000      (7) 5/9/2013   Common Stock   15000     (7) 0   D    
Restricted Stock Units   $ 0   2/22/2012     D         5000      (8) 10/13/2014   Common Stock   5000     (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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Teshima Peter S
C/O MAGMA DESIGN AUTOMATION, INC.
1650 TECHNOLOGY DRIVE
SAN JOSE, CA 95110

Chief Financial Officer

Signatures
/s/Clayton Parker, as Attorney-in-Fact 2/22/2012
** 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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