SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Newman H Robert (Last) (First) (Middle) 3250 JAY STREET (Street) SANTA CLARA CA 95054 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 03/07/2007	3. Issuer Name and Ticker or Trading Symbol NEOMAGIC CORP [ NMGC ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Acting CFO & Corp Controller	5. If Amendment, Date of Original Filed (Month/Day/Year)
			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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	296(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-qualified Stock Option (right to buy)	05/31/2009	05/18/2015	Common Stock	7,125(2)	$2.05	D
Non-qualified Stock Option (right to buy)	12/31/2006	01/26/2015	Common Stock	500	$4.65	D
Non-qualified Stock Option (right to buy)	05/10/2010(3)	05/10/2012	Common Stock	4,500	$4.83	D
Non-qualified Stock Option (right to buy)	10/01/2008(4)	03/15/2009	Common Stock	466	$5	D
Non-qualified Stock Option (right to buy)	12/18/2010(3)	12/18/2012	Common Stock	12,000	$6.56	D
Non-qualified Stock Option (right to buy)	10/25/2005	10/01/2013	Common Stock	1,160	$11.5	D
Non-qualified Stock Option (right to buy)	06/19/2004	06/19/2010	Common Stock	1,600	$14.375	D
Non-qualified Stock Option (right to buy)	10/25/2005	04/23/2012	Common Stock	1,320	$16.1	D

Explanation of Responses:

1. Voluntary reporting of common stock acquired from the Company's Employee Stock Purchase Plan on December 8, 2006.

2. Grant of 9,000 stock option shares on May 18, 2005 with a remaining balance of 7,125 option shares. The options vest at the rate of 1/48th per month until fully vested on May 31, 2009.

3. The options shall vest at the rate of 1/48th each month and continue monthly such that the options shall be fully exercisable in the 48th month.

4. The options shall vest at the rate of 50% upon the completion of a certain milestone and the remaining 50% upon the completion of a second milestone, or, all shall vest on October 1, 2008. The options shall expire on March 15th in the year following the vesting of such options but no later than March 15, 2009.

	Charlotte Willson for H Robert Newman	03/09/2007
	** 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 5 (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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