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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

PAULSON JOHN W

(Last)

(First)

(Middle)

6210 BURY DRIVE

(Street)

EDEN PRAIRIE

55346-1478

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MAKEMUSIC, INC. [ MMUS ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Co-Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
05/21/2008

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								30,050	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 Buy)	$2.27							⁽¹⁾	07/06/2010	Common Shares	89,700		89,700	D
Employee Stock Option (Right to Buy)	$2.27							07/05/2009⁽²⁾	07/06/2009	Common Stock	105,300		105,300	D
Employee Stock Option (Right to Buy)	$10.2							⁽³⁾	06/27/2009	Common Stock	6,000		6,000	D
Employee Stock Option (Right to Buy)	$6							⁽⁴⁾	12/31/2010	Common Stock	75,000		75,000	D
Restricted Stock Units	⁽⁵⁾	05/21/2008		A		20,539		⁽⁶⁾	⁽⁶⁾	Common Stock	20,539	$0	20,539	D

Explanation of Responses:

1. Exercisable in monthly installments of 1,495 shares on the last day of each month commencing July 31, 2003.

2. Subject to acceleration upon certain conditions.

3. Exercisable in monthly installments of 62.5 shares on the last day of each month commencing 6/30/01.

4. 18,750 shares shall become exercisable on each of 12/31/07, 12/31/08 and 12/31/09. 4,687 shares shall become exercisable on each of 1/1/2010 and 4/1/2010 and 4,688 shares shall become exercisable on each of 7/1/2010 and 10/1/2010.

5. Each Restricted Stock Unit represents a contingent right to receive one share of the Company's common stock.

6. The earned portion of the Restricted Stock Unit award will be established on the date that the Company's Compensation Committee evaluates the Company's 2008 audited financial statements (the "Determination Date") and will be based on achievement of certain performance conditions. Vesting and settlement of the earned Restricted Stock Units will occur in 25% installments beginning on the Determination Date and continuing on the second through fourth anniversaries thereof.

Remarks:

	Melodie R. Rose as Attorney-In-Fact for John W. Paulson pursuant to Power of Attorney previously filed.	06/05/2008
	** 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 Number.