Sec Form 4 Filing - Sharp Graham @ AVID TECHNOLOGY INC - 2007-12-18

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 Sharp Graham 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) VP & General Manager, Video (Last) (First) (Middle) 296 HIGH STREET EAST WING 3. Date of Earliest Transaction (MM/DD/YY) 12/18/2007 (Street) NEWBURYPORT, MA01950 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

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) $ 14.13 12/18/2007 D( 1 ) 10,000 ( 1 ) 03/06/2012 Common Stock 10,000 ( 1 ) 0 D Employee Stock Option (right to buy) $ 14.13 12/18/2007 A( 1 ) 10,000 ( 1 ) 03/06/2002 Common Stock 10,000 ( 1 ) 10,000 D Employee Stock Option (right to buy) $ 22.01 12/18/2007 D( 2 ) 10,000 ( 2 ) 01/10/2013 Common Stock 10,000 ( 2 ) 0 D Employee Stock Option (right to buy) $ 22.01 12/18/2007 A( 2 ) 10,000 ( 2 ) 01/10/2013 Common Stock 10,000 ( 2 ) 10,000 D Employee Stock Option (right to buy) $ 42.91 12/18/2007 D( 3 ) 8,000 ( 3 ) 02/10/2014 Common Stock 8,000 ( 3 ) 0 D Employee Stock Option (right to buy) $ 42.91 12/18/2007 A( 3 ) 8,000 ( 3 ) 02/10/2014 Common Stock 8,000 ( 3 ) 8,000 D Employee Stock Option (right to buy) $ 65.81 12/18/2007 D( 4 ) 7,000 ( 4 ) 02/17/2015 Common Stock 7,000 ( 4 ) 0 D Employee Stock Option (right to buy) $ 65.81 12/18/2007 A( 4 ) 7,000 ( 4 ) 02/17/2015 Common Stock 7,000 ( 4 ) 7,000 D Employee Stock Option (right to buy) $ 40.95 12/18/2007 D( 5 ) 3,000 ( 5 ) 09/02/2015 Common Stock 3,000 ( 5 ) 0 D Employee Stock Option (right to buy) $ 40.95 12/18/2007 A( 5 ) 3,000 ( 5 ) 09/02/2015 Common Stock 3,000 ( 5 ) 3,000 D Employee Stock Option (right to buy) $ 38.75 12/18/2007 D( 6 ) 60,000 ( 6 ) 10/13/2016 Common Stock 60,000 ( 6 ) 0 D Employee Stock Option (right to buy) $ 38.75 12/18/2007 A( 6 ) 60,000 ( 6 ) 10/13/2016 Common Stock 60,000 ( 6 ) 60,000 D Employee Stock Option (right to buy) $ 33.86 12/18/2007 D( 7 ) 24,322 ( 7 ) 02/23/2017 Common Stock 24,322 ( 7 ) 0 D Employee Stock Option (right to buy) $ 33.86 12/18/2007 A( 7 ) 24,322 ( 7 ) 02/23/2017 Common Stock 24,322 ( 7 ) 24,322 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sharp Graham 296 HIGH STREET EAST WING NEWBURYPORT, MA01950 VP & General Manager, Video Signatures /s/ John S. LaMountain as Power of Attorney for Graham Sharp 12/20/2007 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally granted on March 6, 2002 and provides for vesting as follows: 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. ( 2 )The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally granted on January 10, 2003 and provides for vesting as follows: 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 )The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally granted on February 10, 2004 and provided for vesting as follows: 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. ( 4 )The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally granted on February 17, 2005 and provided for vesting as follows: 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. On October 26, 2005, the Company's Board of Directors approved a partial acceleration of the vesting of this option so that this option became exercisable as to an additional number of shares equal to the number that would have been exercisable as of December 31, 2007. ( 5 )The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally granted on September 2, 2005 and provides for vesting as follows: 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. ( 6 )The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally granted on October 13, 2006 and provides for vesting as follows: 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. ( 7 )The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally granted on February 23, 2007 and provides for vesting as follows: 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.

Remarks: All of the items reported on this form involve the amendment of outstanding options as a result of the Reporting Person entering into new executive employment and change-in-control agreements with the Issuer providing for an extension of the post-termination exercise period upon specified terminations of employment. The option amounts reported on this form do not reflect exercises under the old option prior to the date of the deemed cancellation.

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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