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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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* Adams Mark (Last) (First) (Middle) C/O LEXAR MEDIA, INC. 47300 BAYSIDE PARKWAY (Street) FREMONT CA 94538 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol LEXAR MEDIA INC [ LEXR ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Chief Operating Officer
	3. Date of Earliest Transaction (Month/Day/Year) 06/21/2006
	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)
			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 (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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to Purchase)	$6.45	06/21/2006		D			200,000(1)	(2)	02/09/2016	Common Stock	200,000	(2)	0	D
Employee Stock Option (Right to Purchase)	$8.6	06/21/2006		D			100,000(1)	(3)	01/03/2016	Common Stock	100,000	(3)	0	D

Explanation of Responses:

1. Disposed of pursuant to the merger agreement (the "Merger Agreement") between Lexar Media, Inc. ("Lexar") and Micron Technology, Inc. ("Micron").

2. This option vests over four years, with 25% of the total shares vesting on January 3, 2007, and thereafter 1/48th of the total shares vesting per month. Pursuant to the Merger Agreement, (i) 25% of the unvested shares were accelerated and became exercisable immediately prior to the time of the merger, and (ii) the option was assumed by Micron and replaced with an option to purchase 118,500 shares of Micron common stock for $10.89 per share.

3. This option vests over four years, with 25% of the total shares vesting on January 3, 2007, and thereafter 1/48th of the total shares vesting per month. Pursuant to the Merger Agreement, (i) 25% of the unvested shares were accelerated and became exercisable immediately prior to the time of the merger, and (ii) the option was assumed by Micron and replaced with an option to purchase 59,250 shares of Micron common stock for $14.51 per share.

Remarks:

CONFIRMING STATEMENT This Statement confirms that the undersigned, Mark W. Adams, has authorized and designated Larissa Cochron, Dennis DeBroeck or Eric Whitaker to execute and file on the undersigned's behalf all Forms 3, 4 and 5 (including any amendments thereto) that the undersigned may be required to file with the U.S. Securities and Exchange Commission as a result of the undersigned's ownership of or transactions in securities of Lexar Media, Inc. The authority of Larissa Cochron, Dennis DeBroeck or Eric Whitaker under this Statement shall continue until the undersigned is no longer required to file Forms 3, 4 and 5 with regard to the undersigned's ownership of or transactions in securities of Lexar Media, Inc., unless earlier revoked in writing. The undersigned acknowledges that Larissa Cochron, Dennis DeBroeck and Eric Whitaker are not assuming any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. Date: June 23, 2006 /s/ Mark W. Adams

	/s/ Larissa Cochron, Attorney-in-Fact for Mark W. Adams	06/23/2006
	** Signature of Reporting Person	Date
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