SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Mendels David R

(Last)

(First)

(Middle)

MACROMEDIA/ 601 TOWNSEND STREET

(Street)

SAN FRANCISCO

94103

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MACROMEDIA INC [ MACR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, General Manager

3. Date of Earliest Transaction (Month/Day/Year)
12/03/2005

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	12/03/2005		D		1,320	D	⁽²⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Incentive Stock Option (right to buy)	$13.39	12/03/2005		D			24,487	⁽³⁾	02/21/2012	Common Stock	24,487	⁽⁴⁾	0	D
Incentive Stock Option (right to buy)	$28	12/03/2005		D			10,348	⁽⁵⁾	08/10/2009	Common Stock	10,348	⁽⁴⁾	0	D
Incentive Stock Option (right to buy)	$35.06	12/03/2005		D			9,010	⁽³⁾	02/11/2015	Common Stock	9,010	⁽⁴⁾	0	D
Non-Qualified Stock Option (right to buy	$12.11	12/03/2005		D			30,000	⁽³⁾	03/27/2013	Common Stock	30,000	⁽⁴⁾	0	D
Non-Qualified Stock Option (right to buy	$13.39	12/03/2005		D			25,513	⁽³⁾	02/21/2012	Common Stock	25,513	⁽⁴⁾	0	D
Non-Qualified Stock Option (right to buy	$15.99	12/03/2005		D			91,000	⁽⁶⁾	04/18/2010	Common Stock	91,000	⁽⁴⁾	0	D
Non-Qualified Stock Option (right to buy	$17.55	12/03/2005		D			20,000	⁽³⁾	01/30/2014	Common Stock	20,000	⁽⁴⁾	0	D
Non-Qualified Stock Option (right to buy	$35.06	12/03/2005		D			20,990	⁽³⁾	02/11/2015	Common Stock	20,990	⁽⁴⁾	0	D
Non-Qualified Stock Option (right to buy	$36.6	12/03/2005		D			62,500	⁽⁷⁾	09/14/2015	Common Stock	62,500	⁽⁴⁾	0	D
Non-Qualified Stock Option (right to buy	$44.29	12/03/2005		D			62,500	⁽⁸⁾	11/30/2015	Common Stock	62,500	⁽⁴⁾	0	D

Explanation of Responses:

1. Code J: Common Stock are non-reportable shares acquired under Macromedia's Employee Stock Purchase Plan.

2. Disposed of pursuant to merger agreement between issuer and Adobe Systems in exchange for 1.38 shares of Adobe Systems common stock having a market value of $34.97 per share for each share of issuer's common stock on the effective date of the merger.

3. This option shall become exercisable as to 25% of the shares twelve months following the option grant date and as to 2.0833% of the shares at the end of each full month following such date.

4. Pursuant to the merger agreement between Macromedia and Adobe Systems, each Macromedia, Inc. outstanding stock option was assumed by Adobe Systems Inc. based on the conversion ratio of 1.38 shares of Adobe Systems common stock for each share of Macromedia, Inc. common stock. The exercise price of Adobe Systems stock options will be equal to the exercise price of the Macromedia stock options divided by 1.38.

5. This option shall become exercisable as to 4.1667% of the shares at the end of each full month following the option grant date.

6. These options were granted in exchange for options previously cancelled as part of Company's option exchange program (see June, 2000 Form 4). 62.5% of the options vest and become exercisable on October 18, 2002, the remainder vest 2.0833% at the end of each succeeding month until the options are fully vested.

7. This option shall become exercisable as to 50% of the shares twelve months following the option grant date and as to 4.167% of the shares at the end of each full month following such date.

8. This option shall become exercisable as to 4.167% of the shares twenty-five months following the option grant date and as to 4.167% of the shares at the end of each full month following such date.

	By: Elizabeth A Nelson For: David R Mendels	12/06/2005
	** 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).
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