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^*

WHITAKER ERIC S

(Last)

(First)

(Middle)

C/O LEXAR MEDIA, INC.

47421 BAYSIDE PARKWAY

(Street)

FREMONT

94538

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LEXAR MEDIA INC [ LEXR ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP, General Counsel &Secretary

3. Date of Earliest Transaction (Month/Day/Year)
11/10/2003

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	11/10/2003	11/13/2003	M		937	A	$1.03	30,482	D
Common Stock	11/10/2003	11/13/2003	M		9,063	A	$2.69	39,545	D
Common Stock	11/10/2003	11/13/2003	S		10,000	D	$23.0139	29,545⁽¹⁾	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)
Employee Stock Option (Right to Purchase)	$1.03	11/10/2003	11/13/2003	M			937	03/02/2002⁽²⁾	03/01/2011	Common Stock	937	$1.03	41,672	D
Employee Stock Option (Right to Purchase)	$2.69	11/10/2003	11/13/2003	M			9,063	02/12/2003⁽³⁾	08/11/2012	Common Stock	9,063	$2.69	299,577	D

Explanation of Responses:

1. As of November 10, 2003, 3,542 shares were subject to the Issuer's right to repurchase such shares at the original price paid by Mr. Whitaker in the event Mr. Whitaker's relationship with the Issuer is terminated. The Issuer's repurchase right lapsed as to twenty-five percent (25%) of the shares on December 21, 2000 and lapses with respect to an additional 1/48th of the total number of shares on each succeeding month thereafter until fully vested.

2. As of November 10, 2003, 6 shares are vested and exercisable. Twenty-five (25%) of the shares subject to the grant vested and became exercisable on March 2, 2002, and an additional 1/48th of the total number of shares vest and become exercisable on the 2nd day of each succeeding month thereafter until fully vested.

3. As of November 10, 2003, 16,243 shares are vested and exercisable. Twelve and one-half percent (12.5%) of the shares subject to the grant vested and became exercisable on February 12, 2003, and an additional 1/48th of the total number of shares vest and become exercisable on the 12th day of each succeeding month thereafter until fully vested.

Remarks:

	Eric S. Whitaker	11/17/2003
	** 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).
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