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^*

Raup Ron B

(Last)

(First)

(Middle)

7615 GOLDEN TRIANGLE DRIVE, SUITE M

(Street)

EDEN PRAIRIE

55344

(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)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/26/2008

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	11/26/2008		P		493	A	$3.5	6,493	D
Common Stock	11/28/2008		P		493	A	$3.5	6,986	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)
Stock Option (Right to Buy)	$6							⁽¹⁾	12/31/2010	Common Stock	85,000		85,000	D
Stock Option (Right to Buy)	$4.9							⁽²⁾	02/02/2012	Common Stock	2,664⁽²⁾		2,664⁽²⁾	D
Stock Option (Right to Buy)	$3.75							⁽³⁾	09/05/2012	Common Stock	24,000		24,000	D
Restricted Stock Units	⁽⁴⁾							⁽⁵⁾	⁽⁵⁾	Common Stock	20,539		20,539	D

Explanation of Responses:

1. 21,250 shares shall become exercisable on each of 12/31/07, 12/31/08 and 12/31/09. 5,312 shares shall become exercisable on each of 1/1/2010 and 4/1/2010, and 5,313 shares shall become exercisable on each of 7/1/2010 and 10/1/2010.

2. Fully exercisable. Option originally for 4,000 shares; 1,336 unvested shares expired on 9/6/05 due to resignation as a director.

3. Exercisable: 625 shares on the last day of each month from September 30, 2005 through August 31, 2009.

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

5. Vesting occurs on the date that the Company's Compensation Committee evaluates the Company's 2008 audited financial statements (the "Determination Date") and is subject to achievement of certain performance conditions. Vested shares will be delivered in 25% installments beginning on the Determination Date and continuing on the second through fourth anniversaries thereof.

Remarks:

	/s/ Melodie R. Rose as Attorney-in-Fact for Ronald B. Raup pursuant to Power of Attorney previously filed.	12/01/2008
	** 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).
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