- Statement of Changes in Beneficial Ownership (4)
February 22 2012 - 6:34PM
Edgar (US Regulatory)
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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Expires:
November 30, 2011
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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
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1. Name and Address of Reporting Person
*
Kohyama Susumu
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2. Issuer Name
and
Ticker or Trading Symbol
MAGMA DESIGN AUTOMATION INC
[
LAVA
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O MAGMA DESIGN AUTOMATION, INC., 1650 TECHNOLOGY DRIVE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/22/2012
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(Street)
SAN JOSE, CA 95110
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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2/22/2012
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D
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40000
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D
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$7.35
(1)
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0
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (right to buy)
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$1
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2/22/2012
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D
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20000
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(2)
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12/22/2013
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Common Stock
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20000
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(2)
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0
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D
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Restricted Stock Units
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$
0
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2/22/2012
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D
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20000
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(3)
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10/21/2016
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Common Stock
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20000
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(3)
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0
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D
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Explanation of Responses:
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(
1)
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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.
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(
2)
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This option initially represented a right to purchase 20,000 shares of Magma common stock. Pursuant to the Merger Agreement, the 20,000 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.
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(
3)
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This RSU, which originally represented an award with respect to 20,000 shares of Magma common stock, provided for 100% vesting on October 19, 2012. Pursuant to the Merger Agreement, the 20,000 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.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Kohyama Susumu
C/O MAGMA DESIGN AUTOMATION, INC.
1650 TECHNOLOGY DRIVE
SAN JOSE, CA 95110
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X
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Signatures
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/s/Clayton Parker, as Attorney-in-Fact
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2/22/2012
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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