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 *

Kizhepat Govind 		2. Issuer Name and Ticker or Trading Symbol

MAGMA DESIGN AUTOMATION INC [ LAVA ] 		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)

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    33750   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
Restricted Stock Units   $ 0   2/22/2012     D         20000      (2) 10/21/2016   Common Stock   20000     (2) 0   D    
Restricted Stock Units   $ 0   2/22/2012     D         11250      (3) 2/24/2015   Common Stock   11250     (3) 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 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.
( 3)  This RSU, which originally represented an award with respect to 20,000 shares of Magma common stock, provided for vesting of 25% on the first anniversary of the grant date and vesting of the remaining 75% on a quarterly basis over the subsequent three years. Pursuant to the Merger Agreement, the 11,250 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
Kizhepat Govind
C/O MAGMA DESIGN AUTOMATION, INC.
1650 TECHNOLOGY DRIVE
SAN JOSE, CA 95110 		X



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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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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