-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RJgmaHKhlc2PhO9DX9g5LmomufHWNwfYdlwFWZ0VfsnLOsIGB9K/kza0jBEbt7T1 b6XsJl5Kj0QA81w14kfAmw== 0000919574-09-003025.txt : 20090217 0000919574-09-003025.hdr.sgml : 20090216 20090213190256 ACCESSION NUMBER: 0000919574-09-003025 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090217 DATE AS OF CHANGE: 20090213 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MAGMA DESIGN AUTOMATION INC CENTRAL INDEX KEY: 0001065034 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 770454924 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-77999 FILM NUMBER: 09606275 BUSINESS ADDRESS: STREET 1: 1650 TECHNOLOGY DRIVE CITY: SAN JOSE STATE: CA ZIP: 95110 BUSINESS PHONE: 408-565-7500 MAIL ADDRESS: STREET 1: 1650 TECHNOLOGY DRIVE CITY: SAN JOSE STATE: CA ZIP: 95110 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CADIAN CAPITAL MANAGEMENT, LLC CENTRAL INDEX KEY: 0001423686 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 461 FIFTH AVENUE STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-792-8811 MAIL ADDRESS: STREET 1: 461 FIFTH AVENUE STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13G/A 1 d963462_13g-a.htm d963462_13g-a.htm

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*


Magma Design Automation, Inc.
(Name of Issuer)


Common Stock, $.0001 par value
(Title of Class of Securities)


559181102
(CUSIP Number)


December 31, 2008
(Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
[_]  Rule 13d-1(b)

[X]  Rule 13d-1(c)

[_]  Rule 13d-1(d)

__________
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 

 
 

 


CUSIP No
559181102
   
     
1.
NAME OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
     
 
Cadian Capital Management, LLC
 
     
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
(a)  [_]
   
(b)  [X]
     
3.
SEC USE ONLY
 
     
     
     
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
     
 
Delaware
 
     
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     
5.
SOLE VOTING POWER
 
     
 
0
 
     
6.
SHARED VOTING POWER
 
     
 
1,489,211
 
     
7.
SOLE DISPOSITIVE POWER
 
     
 
0
 
     
8.
SHARED DISPOSITIVE POWER
 
     
 
1,489,211
 
     
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
 
1,489,211
 
     
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
   
[_]
     
     
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
     
 
3.28%
 
     
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
OO
 

 
 

 


CUSIP No
559181102
   
     
1.
NAME OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
     
 
Eric Bannasch
 
     
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
(a)  [_]
   
(b)  [X]
     
3.
SEC USE ONLY
 
     
     
     
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
     
 
United States of America
 
     
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     
5.
SOLE VOTING POWER
 
     
 
0
 
     
6.
SHARED VOTING POWER
 
     
 
1,489,211
 
     
7.
SOLE DISPOSITIVE POWER
 
     
 
0
 
     
8.
SHARED DISPOSITIVE POWER
 
     
 
1,489,211
 
     
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
 
1,489,211
 
     
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
   
[_]
     
     
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
     
 
3.28%
 
     
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN
 

 
 

 


CUSIP No
559181102
   

Item 1.
(a).
Name of Issuer:
 
       
   
Magma Design Automation, Inc.
 

 
(b).
Address of Issuer's Principal Executive Offices:
 
   
 
1650 Technology Drive
San Jose, California  95110
 

Item 2.
(a).
Name of Person Filing:
 
   
 
Cadian Capital Management, LLC
 
   
Eric Bannasch
 

 
(b).
Address of Principal Business Office, or if None, Residence:
 
   
 
461 Fifth Avenue
24th Floor
 
   
New York, New York  10017
 

 
(c).
Citizenship:
 
   
 
Cadian Capital Management, LLC Delaware
Eric Bannasch – United States of America
 

 
(d).
Title of Class of Securities:
 
       
   
Common Stock, $.0001 par value
 

 
(e).
CUSIP Number:
 
       
   
559181102
 

Item 3.
 
If This Statement is filed pursuant to ss.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a

 
(a)
[_]
Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78c).

 
(b)
[_]
Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).

 
(c)
[_]
Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c).

 
(d)
[_]
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

 
(e)
[_]
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

 
(f)
[_]
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
 
 


 
 
(g)
[_]
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

 
(h)
[_]
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);

 
(i)
[_]
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 
(j)
[_]
Group, in accordance with s.240.13d-1(b)(1)(ii)(J).

 
Item 4.
Ownership.

 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 
(a)
Amount beneficially owned:
     
   
Cadian Capital Management, LLC – 1,489,211
Eric Bannasch – 1,489,211

 
(b)
Percent of class:
     
   
Cadian Capital Management, LLC – 3.28%
Eric Bannasch – 3.28%

 
(c)
Number of shares as to which the person has:

   
Cadian Capital Management, LLC

   
(i)
Sole power to vote or to direct the vote
0
,
         
   
(ii)
Shared power to vote or to direct the vote
1,489,211
,
         
   
(iii)
Sole power to dispose or to direct the disposition of
0
,
         
   
(iv)
Shared power to dispose or to direct the disposition of
1,489,211
.
         
   
 
Eric Bannasch

   
(i)
Sole power to vote or to direct the vote
0
,
         
   
(ii)
Shared power to vote or to direct the vote
1,489,211
,
         
   
(iii)
Sole power to dispose or to direct the disposition of
0
,
         
   
(iv)
Shared power to dispose or to direct the disposition of
1,489,211
.
         
 
 


 
Item 5.
Ownership of Five Percent or Less of a Class.

 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X].
 
   

Item 6.
Ownership of More Than Five Percent on Behalf of Another Person.

 
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified.  A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
 
 
N/A
   

 Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

 
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary.  If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
 
 
N/A
   

 Item 8.
Identification and Classification of Members of the Group.

 
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group.  If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
 
N/A
   

 Item 9.
Notice of Dissolution of Group.

 
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity.  See Item 5.
 
 
N/A
   


 
 

 


Item 10.
Certification.


   
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.


 
 

 


SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 

 
February 17, 2009
 
(Date)



 
Cadian Capital Management, LLC*
   
   
 
By: /s/ Eric Bannasch
 
Eric Bannasch
 
Managing Member
   
   
   
 
/s/ Eric Bannasch
 
Eric Bannasch*


*The Reporting Persons disclaim beneficial ownership in the Shares reported herein except to the extent of their pecuniary interest therein.

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative.  If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference.  The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
 
Note.  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties for whom copies are to be sent.
 
Attention.  Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
 

 
 

 

Exhibit A
 
AGREEMENT
 
The undersigned agree that this Schedule 13G/A dated February 17, 2009 relating to the Common Stock, $.0001 par value, of Magma Design Automation, Inc., shall be filed on behalf of the undersigned.
 
Cadian Capital Management, LLC
 
By:  /s/ Eric Bannasch
Eric Bannasch
Managing Member
 
/s/  Eric Bannasch
Eric Bannasch
 

 
SK 25926 0001 963462

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