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1. Name and Address of Reporting Person
*
MADHAVAN RAJEEV
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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
__
X
__ Officer (give title below)
_____ Other (specify below)
Chairman & CEO
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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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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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Includes 2,330 shares purchased on February 21, 2012 pursuant to an ESPP plan.
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(
3)
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Shares held by the Madhavan Living Trust UA DTD 10/29/1998, Rajeev Madhavan and Geetha Madhavan, Trustees.
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(
4)
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This option, which initially represented a right to purchase 400,000 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 62,501 unvested shares subject to the option were converted into and became an option to purchase 15,135 shares of Synopsys common stock at an exercise price of $4.13 per share, and the 172,717 vested shares (including 20,833 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.
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(
5)
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This option, which originally represented a right to purchase 175,000 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 10,938 unvested shares subject to the option were converted into and became an option to purchase 2,648 shares of Synopsys common stock at an exercise price of $10.25 per share, and the 164,062 vested shares (including 3,646 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.
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(
6)
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This option, which originally represented a right to purchase 113,466 shares of Magma common stock, provided for vesting on a quarterly basis over four years. Pursuant to the Merger Agreement, the 99,283 unvested shares subject to the option were converted into and became an option to purchase 24,042 shares of Synopsys common stock at an exercise price of $21.15 per share, and the 14,183 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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(
7)
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This RSU, which originally represented an award with respect to 125,000 shares of Magma common stock, provided for vesting of 25% annually. Pursuant to the Merger Agreement, the 23,438 unvested shares subject to the RSU were converted into and became RSUs with respect to 5,675 shares of Synopsys common stock, and the 7,812 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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(
8)
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This RSU, which originally represented an award with respect to 125,000 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 7,813 unvested shares subject to the RSU were converted into and became RSUs with respect to 1,891 shares of Synopsys common stock, and the 2,604 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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(
9)
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This RSU, which originally represented an award with respect to 200,000 shares of Magma common stock, provided for vesting annually over four years from May 3, 2010. Pursuant to the Merger Agreement, the 112,500 unvested shares subject to the RSU were converted into and became RSUs with respect to 27,242 shares of Synopsys common stock, and the 37,500 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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(
10)
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This RSU, which originally represented an award with respect to 100,000 shares of Magma common stock, provided for vesting annually over four years. Pursuant to the Merger Agreement, the 75,000 unvested shares subject to the RSU were converted into and became RSUs with respect to 18,161 shares of Synopsys common stock, and the 25,000 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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