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
	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* Hale Thomas E (Last) (First) (Middle) MACROMEDIA/ 601 TOWNSEND STREET (Street) SAN FRANCISCO CA 94103 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol MACROMEDIA INC [ MACR ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) SVP, General Manager
	3. Date of Earliest Transaction (Month/Day/Year) 12/03/2005
	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
Common Stock	12/03/2005		D		1,500	D	(1)	0	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Incentive Stock Option (right to buy)	$13.39	12/03/2005		D			2,084	(2)	02/21/2012	Common Stock	2,084	(3)	0	D
Incentive Stock Option (right to buy)	$36.6	12/03/2005		D			5,083	(4)	09/14/2015	Common Stock	5,083	(3)	0	D
Non-Qualified Stock Option (right to buy	$7.77	12/03/2005		D			32,604	(5)	09/12/2012	Common Stock	32,604	(3)	0	D
Non-Qualified Stock Option (right to buy	$19.54	12/03/2005		D			90,000	(6)	04/12/2014	Common Stock	90,000	(3)	0	D
Non-Qualified Stock Option (right to buy	$36.6	12/03/2005		D			57,417	(4)	09/14/2015	Common Stock	57,417	(3)	0	D
Non-Qualified Stock Option (right to buy	$44.29	12/03/2005		D			62,500	(7)	11/30/2015	Common Stock	62,500	(3)	0	D

Explanation of Responses:

1. Disposed of pursuant to merger agreement between issuer and Adobe Systems in exchange for 1.38 shares of Adobe Systems common stock having a market value of $34.97 per share for each share of issuer's common stock on the effective date of the merger.

2. Option is exercisable as to 4,459 shares as of April 26, 2004, and becomes exercisable as to an additional 521 shares on the 21st day of each month thereafter, becoming fully exercisable on February 21, 2006.

3. Pursuant to the merger agreement between Macromedia and Adobe Systems, each Macromedia, Inc. outstanding stock option was assumed by Adobe Systems Inc. based on the conversion ratio of 1.38 shares of Adobe Systems common stock for each share of Macromedia, Inc. common stock. The exercise price of Adobe Systems stock options will be equal to the exercise price of the Macromedia stock options divided by 1.38.

4. This option shall become exercisable as to 50% of the shares twelve months following the option grant date and as to 4.167% of the shares at the end of each full month following such date.

5. Option is exercisable as to 29,688 shares as of April 26, 2004, and becomes exercisable as to an additional 1,563 shares on the 12th day of each month thereafter, becoming fully exercisable on September 12, 2006.

6. This option shall become exercisable as to 20% of the shares on April 12, 2005, and as to 20% of the shares at the end of each full year following such date.

7. This option shall become exercisable as to 4.167% of the shares twenty-five months following the option grant date and as to 4.167% of the shares at the end of each full month following such date.

	By: Elizabeth A Nelson For: Thomas E Hale	12/06/2005
	** 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).
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