FORM 4
[ ] 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 *

Modi Nimish Harsukh 		2. Issuer Name and Ticker or Trading Symbol

CADENCE DESIGN SYSTEMS INC [ CDNS ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Sr. Vice President - R&D
(Last)          (First)          (Middle)

2655 SEELY AVENUE, BLDG 5 		3. Date of Earliest Transaction (MM/DD/YYYY)

2/6/2012
(Street)

SAN JOSE, CA 95134
(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                  30080   I   Held by Trust   (1)
Common Stock   2/6/2012     A (2)    30000   A $ 0   126965   D   (3)  
Common Stock   2/6/2012     F    2094   D $11.62   124871   D    
Common Stock   2/8/2012     F (5)    1834   D $11.76   123037   D    
Common Stock   2/8/2012     F (5)    2545   D $11.76   120492   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
Non-Qualified Stock Option (right to buy)   $11.62   2/6/2012     A      90000         (4) 2/6/2019   Common Stock   90000   $11.62   90000   D    

Explanation of Responses:
( 1)  These securities are held by The Modi Family Revocable Trust dated 2/14/2007, with Nimish Modi and Parul Modi as trustees.
( 2)  Grant of performance based incentive stock.
( 3)  Amount of securities beneficially owned includes 701 shares acquired by the reporting person through the Employee Stock Purchase Plan on January 31, 2012.
( 4)  Option vests at a rate of 1/48th per month.
( 5)  Shares withheld to satisfy tax obligations arising out of vesting of restricted stock.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Modi Nimish Harsukh
2655 SEELY AVENUE, BLDG 5
SAN JOSE, CA 95134

Sr. Vice President - R&D

Signatures
James J. Cowie, Attorney-in-Fact for Nimish H. Modi 2/8/2012
** 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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