Sec Form 4 Filing - Frederick John W. @ AVID TECHNOLOGY, INC. - 2016-08-15

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Frederick John W. 2. Issuer Name and Ticker or Trading Symbol AVID TECHNOLOGY, INC. [ AVID] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Former EVP, CFO & CAO (Last) (First) (Middle) AVID TECHNOLOGY, INC., 75 NETWORK DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 08/15/2016 (Street) BURLINGTON, MA01803 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock 08/15/2016 M 41,300 A $ 7.4 128,852 D Common Stock 08/15/2016 S 41,300 D $ 9.11 ( 1 ) 87,552 D Common Stock 08/15/2016 M 225,000 A $ 7.87 312,552 D Common Stock 08/15/2016 S 225,000 D $ 9.06 ( 2 ) 87,552 D Common Stock 08/16/2016 M 116,206 A $ 7.4 203,758 D Common Stock 08/16/2016 S 116,206 D $ 9.1 ( 3 ) 87,552 D Common Stock 08/16/2016 M 55,000 A $ 7.87 142,552 D Common Stock 08/16/2016 S 55,000 D $ 9.13 ( 4 ) 87,552 D Common Stock 08/16/2016 M 20,000 A $ 7.87 107,552 D Common Stock 08/16/2016 S 20,000 D $ 9.11 ( 5 ) 87,552 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Employee Stock Option (right to buy) $ 7.4 08/15/2016 M 41,300 02/12/2015( 6 ) 11/01/2016 Common Stock 41,300 $ 0 116,206 D Employee Stock Option (right to buy) $ 7.87 08/15/2016 M 225,000 05/11/2013( 7 ) 11/01/2016 Common Stock 225,000 $ 0 55,000 D Employee Stock Option (right to buy) $ 7.4 08/16/2016 M 116,206 02/12/2015( 6 ) 11/01/2016 Common Stock 116,206 $ 0 0 D Employee Stock Option (right to buy) $ 7.87 08/16/2016 M 55,000 05/11/2013( 7 ) 11/01/2016 Common Stock 55,000 $ 0 0 D Employee Stock Option (right to buy) $ 7.87 08/16/2016 M 20,000 02/11/2014( 8 ) 11/01/2016 Common Stock 20,000 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Frederick John W. AVID TECHNOLOGY, INC. 75 NETWORK DRIVE BURLINGTON, MA01803 Former EVP, CFO & CAO Signatures /s/ Alessandra Melloni as Attorney-in-Fact for John W. Frederick 08/17/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The price reported in Column 4 of Table 1 is a weighted average price. The shares were sold on August 15, 2016 in multiple transactions at prices ranging from $9.10 to $9.13, inclusive. The reporting person undertakes to provide to any security holder of Avid Technology, Inc.or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. ( 2 )The price reported in Column 4 of Table 1 is a weighted average price. The shares were sold on August 15, 2016 in multiple transactions at prices ranging from $8.95 to $9.15, inclusive. The reporting person undertakes to provide to any security holder of Avid Technology, Inc.or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. ( 3 )The price reported in Column 4 of Table 1 is a weighted average price. The shares were sold on August 16, 2016 in multiple transactions at prices ranging from $9.00 to $9.14, inclusive. The reporting person undertakes to provide to any security holder of Avid Technology, Inc.or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. ( 4 )The price reported in Column 4 of Table 1 is a weighted average price. The shares were sold on August 16, 2016 in multiple transactions at prices ranging from $9.12 to $9.15, inclusive. The reporting person undertakes to provide to any security holder of Avid Technology, Inc.or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. ( 5 )The price reported in Column 4 of Table 1 is a weighted average price. The shares were sold on August 16, 2016 in multiple transactions at prices ranging from $9.01 to $9.13, inclusive. The reporting person undertakes to provide to any security holder of Avid Technology, Inc.or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. ( 6 )The option vests as follows: (i) on the later of the date the Company's registration statement covering the exercise of the option is effective (the "Effective Date") or February 12, 2015, the vested number of shares shall equal (A) 33.33% of the shares plus (B) an additional 8.25% of the shares for each three-month period, if any, starting from February 12, 2015, that is completed on or before the Effective Date, and (ii) thereafter the shares shall vest in equal installments of 8.25% of the shares upon the conclusion of each three-month period (starting from February 12, 2015) that ends after the Effective Date, with the first vesting date on February 12, 2015; provided that the officer is employed by the Company on such vesting date. The option was vested and exercisable on May 12, 2016. ( 7 )The options were modified from performance-based and market based to time-based vesting (credited for time already served since the original grant date) with a one-time performance-based acceleration as determined by the compensation committee based on the Company's 2014 Adjusted EBITDA results, as described in "Long-Term Equity Incentive Compensation - 2014 Equity Grants" in the Company's 2016 Proxy Statement. In March 2015, the compensation committee made a determination of acceleration based on the Company's financials for fiscal year 2014, and a portion of the outstanding modified options were accelerated, with the first vesting date on May 11, 2013, with the remaining continuing to vest on a time based schedule, all as described in "Long-Term Equity Incentive Compensation - 2015 Equity Grants" in the Company's 2016 Proxy Statement. The option was vested and exercisable on August 11, 2015. ( 8 )The option was vested and exercisable on February 11, 2014.

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