Sec Form 4 Filing - LYPACZEWSKI PAUL @ AVID TECHNOLOGY INC - 2008-07-07

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 LYPACZEWSKI PAUL 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 X __ Officer (give title below) _____ Other (specify below) Vice President & GM (Last) (First) (Middle) 298 CORNER RIDGE ROAD, AURORA, ONTARIO 3. Date of Earliest Transaction (MM/DD/YY) 07/07/2008 (Street) CANADAL4G 6L7 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 07/07/2008 A 20,000 ( 1 ) A $ 0 20,000 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) $ 17.23 07/07/2008 A 80,000 ( 2 )( 3 )( 4 ) 07/07/2015 Common Stock 80,000 $ 0 80,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LYPACZEWSKI PAUL 298 CORNER RIDGE ROAD AURORA, ONTARIO CANADAL4G 6L7 Vice President & GM Signatures /s/ John S. LaMountain as Power of Attorney for Paul Lypaczewski 07/09/2008 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents restricted stock unit award that will vest in four equal annual installments. ( 2 )20,000 shares of stock will vest on a time-based schedule. 12.5% of the shares vest on the date that is six (6) months after the grant date; the remaining shares vest in forty-two (42) equal monthly installments beginning on the date that is seven (7) months after the grant date; ( 3 )30,000 shares will vest on a performance-based schedule tied to the Company's stock price; ( 4 )30,000 shares will vest on a performance-based schedule tied to the Company's stock price or the achievement of certain financial metrics.

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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