SEC FORM 3

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^*

Willson Charlotte A

(Last)

(First)

(Middle)

2372-A QUME DRIVE

(Street)

SAN JOSE

95131

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/24/2010

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)
	VP, Finance & Admin and PAO

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	669,963	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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Stock options (right to buy)	02/23/2008⁽¹⁾	02/23/2014	Common stock	1,200	$22.3	D
Stock options (right to buy)	05/18/2009⁽²⁾	05/18/2015	Common stock	2,625	$2.05	D
Stock option (right to buy)	05/10/2010⁽³⁾	05/10/2012	Common stock	4,000	$4.83	D
Stock options (right to buy)	12/18/2010⁽⁴⁾	12/18/2012	Common stock	10,000	$6.56	D
Stock options (right to buy)	08/28/2011⁽⁵⁾	08/28/2017	Common stock	9,000	$4.06	D
Stock options (right to buy)	02/04/2012⁽⁶⁾	02/04/2018	Common stock	8,000	$1.51	D
Stock option (right to buy)	12/02/2010⁽⁷⁾	12/02/2014	Common stock	85,000	$0.18	D
Stock options (right to buy)	06/25/2015⁽⁸⁾	06/25/2020	Common stock	500,000	$0.08	D
Warrants	10/16/2009	10/15/2011	Common stock	331,224	$0.06	D
Warrants	10/16/2009	10/15/2011	Common stock	331,224	$0.09	D

Explanation of Responses:

1. These stock options were granted in February 2004 and are fully vested.

2. These stock options were granted in May 2005 and are fully vested.

3. These stock options were granted in May 2006 and are fully vested.

4. These stock options were granted December 12, 2006 and vest and become exercisable on each monthly anniversary of December 18, 2006 over a four year period.

5. These stock options were granted August 24, 2007 and vest and become exercisable on each monthly anniversary of August 28, 2007 over a four year period.

6. These stock options were granted February 4, 2008 and vest and become exercisable on each monthly anniversary of February 4, 2008 over a four year period.

7. These stock options were granted December 2, 2009 and vest and become exercisable on each monthly anniversary of December 3, 2009 over a one year period.

8. These stock options were granted June 23, 2010 and vest and become exercisable on each monthly anniversary of June 25, 2010 over a five year period.

	Charlotte A. Willson	07/06/2010
	** 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).
Note: 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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