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^*

VanDerBosch Karen L

(Last)

(First)

(Middle)

7615 GOLDEN TRIANGLE DRIVE

SUITE M

(Street)

EDEN PRAIRIE

55344-3848

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2010

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	03/02/2010		M		1,112	A	⁽¹⁾	2,224	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)	$10.15							⁽²⁾	01/02/2015	Common Stock	20,000		20,000	D⁽¹⁾
Stock Option (Right to Buy)	$6.14							⁽³⁾	12/07/2013	Common Stock	30,000		30,000	D
Stock Option (Right to Buy)	$3.5							⁽⁴⁾	01/07/2016	Common Stock	15,000		15,000	D
Stock Option (Right to Buy)	$4.56							⁽⁵⁾	01/31/2017	Common Stock	40,000		40,000	D
Restricted Common Stock⁽¹⁾	⁽¹⁾	03/02/2010		M			1,112	⁽⁶⁾	⁽⁶⁾	Common Stock	1,112	$0	2,224	D

Explanation of Responses:

1. The Company's Compensation Committee determined that the award previously granted to the Reporting Person on May 21, 2008, upon achievement of performance criteria, would cease to represent Restricted Stock Units and changed the award to a grant of the same number of shares of Restricted Common Stock. The Restricted Common Stock is subject to risks of forfeiture that lapse on the same dates as the Restricted Stock Units would have vested.

2. 416 shares shall become exercisable on the last day of each month from January 31, 2008, through November 30, 2011, and 448 shares on December 31, 2011.

3. 625 shares shall become exercisable on the last day of each month from December 31, 2006, through November 30, 2010.

4. 312 shares shall become exercisable on the last day of each month from January 31, 2009, through November 30, 2013, and 336 shares on December 31, 2013.

5. 833 shares shall become exercisable on the last day of each month from February 28, 2010, through December 31, 2013, and 849 shares shall vest on January 31, 2014.

6. Risks of forfeiture lapse as to 1,112 Restricted Common Stock on each of March 2, 2010, March 2, 2011 and March 2, 2012.

Remarks:

	/s/ Karen L. VanDerBosch	03/04/2010
	** 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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