SEC FORM 4

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

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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^*

BARUCH THOMAS R

(Last)

(First)

(Middle)

ONE EMBARCADERO CENTER

SUITE 3250

(Street)

SAN FRANCISCO

94111-3600

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ENTROPIC COMMUNICATIONS INC [ ENTR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/12/2007

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/12/2007		C		1,232,563	A	⁽¹⁾	1,232,563	I	See Footnote⁽⁷⁾
Common Stock	12/12/2007		C		155,799	A	⁽¹⁾	155,799	I	See Footnote⁽⁸⁾
Common Stock	12/12/2007		C		1,654,202	A	⁽¹⁾	2,886,765	I	See Footnote⁽⁷⁾
Common Stock	12/12/2007		C		209,095	A	⁽¹⁾	364,894	I	See Footnote⁽⁸⁾
Common Stock	12/12/2007		C		883,899	A	⁽¹⁾	3,770,664	I	See Footnote⁽⁷⁾
Common Stock	12/12/2007		C		107,677	A	⁽¹⁾	472,571	I	See Footnote⁽⁸⁾
Common Stock	12/12/2007		C		88,707	A	⁽¹⁾	3,859,371	I	See Footnote⁽⁷⁾
Common Stock	12/12/2007		C		10,048	A	⁽¹⁾	482,619	I	See Footnote⁽⁸⁾
Common Stock	12/12/2007		C		1,891,741	A	⁽¹⁾	5,751,112	I	See Footnote⁽⁷⁾
Common Stock	12/12/2007		C		238,358	A	⁽¹⁾	720,977	I	See Footnote⁽⁸⁾
Common Stock	12/12/2007		C		889,785	A	⁽¹⁾	6,640,897	I	See Footnote⁽⁷⁾
Common Stock	12/12/2007		C		112,469	A	⁽¹⁾	833,446	I	See Footnote⁽⁸⁾
Common Stock	12/12/2007		C		43,741⁽¹¹⁾	A	$0.4284	6,684,638	I	See Footnote⁽⁷⁾
Common Stock	12/12/2007		C		5,527⁽¹¹⁾	A	$0.4284	838,969	I	See Footnote⁽⁸⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Convertible Preferred Stock	⁽¹⁾	12/12/2007		C			1,232,563	⁽¹⁾	⁽¹⁾	Common Stock	1,232,563	$0	0	I	See Footnote⁽⁷⁾
Series A Convertible Preferred Stock	⁽¹⁾	12/12/2007		C			155,799	⁽¹⁾	⁽¹⁾	Common Stock	155,799	$0	0	I	See Footnote⁽⁸⁾
Series B Convertible Preferred Stock	⁽²⁾	12/12/2007		C			1,654,202	⁽²⁾	⁽²⁾	Common Stock	1,654,202	$0	0	I	See Footnote⁽⁷⁾
Series B Convertible Preferred Stock	⁽²⁾	12/12/2007		C			209,095	⁽²⁾	⁽²⁾	Common Stock	209,095	$0	0	I	See Footnote⁽⁸⁾
Series C Convertible Preferred Stock	⁽³⁾	12/12/2007		C			883,899	⁽³⁾	⁽³⁾	Common Stock	883,899	$0	0	I	See Footnote⁽⁷⁾
Series C Convertible Preferred Stock	⁽³⁾	12/12/2007		C			107,677	⁽³⁾	⁽³⁾	Common Stock	107,677	$0	0	I	See Footnote⁽⁸⁾
Series D-1 Convertible Preferred Stock	⁽⁴⁾	12/12/2007		C			88,707	⁽⁴⁾	⁽⁴⁾	Common Stock	88,707	$0	0	I	See Footnote⁽⁷⁾
Series D-1 Convertible Preferred Stock	⁽⁴⁾	12/12/2007		C			10,048	⁽⁴⁾	⁽⁴⁾	Common Stock	10,048	$0	0	I	See Footnote⁽⁸⁾
Series D-2 Convertible Preferred Stock	⁽⁵⁾	12/12/2007		C			1,891,741	⁽⁵⁾	⁽⁵⁾	Common Stock	1,891,741	$0	0	I	See Footnote⁽⁷⁾
Series D-2 Convertible Preferred Stock	⁽⁵⁾	12/12/2007		C			238,358	⁽⁵⁾	⁽⁵⁾	Common Stock	238,358	$0	0	I	See Footnote⁽⁸⁾
Series D-3 Convertible Preferred Stock	⁽⁶⁾	12/12/2007		C			889,785	⁽⁶⁾	⁽⁶⁾	Common Stock	889,785	$0	0	I	See Footnote⁽⁷⁾
Series D-3 Convertible Preferred Stock	⁽⁶⁾	12/12/2007		C			112,469	⁽⁶⁾	⁽⁶⁾	Common Stock	112,469	$0	0	I	See Footnote⁽⁸⁾
Warrants to Purchase Common Stock	$0.4284	12/12/2007		C			44,724	⁽⁹⁾	⁽¹⁰⁾	Common Stock	43,741⁽¹¹⁾	$0.4284	0	I	See Footnote⁽⁷⁾
Warrants to Purchase Common Stock	$0.4284	12/12/2007		C			5,652	⁽⁹⁾	⁽¹⁰⁾	Common Stock	5,527⁽¹¹⁾	$0.4284	0	I	See Footnote⁽⁸⁾

Explanation of Responses:

1. Each 2.7 shares of Series A Preferred Stock converted into one share of the Issuer's common stock upon the filing of the initial public offering for no additional consideration and had no expiration date.

2. Each 3.25 shares of Series B Preferred Stock converted into one share of the Issuer's common stock upon the filing of the initial public offering for no additional consideration and had no expiration date.

3. Each 3.25 shares of Series C Preferred Stock converted into one share of the Issuer's common stock upon the filing of the initial public offering for no additional consideration and had no expiration date.

4. Each 3.25 shares of Series D-1 Preferred Stock converted into one share of the Issuer's common stock upon the filing of the initial public offering for no additional consideration and had no expiration date.

5. Each 3.25 shares of Series D-2 Preferred Stock converted into one share of the Issuer's common stock upon the filing of the initial public offering for no additional consideration and had no expiration date.

6. Each 3.25 shares of Series D-3 Preferred Stock converted into one share of the Issuer's common stock upon the filing of the initial public offering for no additional consideration and had no expiration date.

7. By CMEA Ventures Information Technology II, L.P. Thomas Baruch, a member of the Issuer's board of directors is a general partner of CMEA Ventures IT Management II, L.P. the sole general partner of CMEA Ventures Information Technology II, L.P. and has voting and investment power over the shares held by CMEA Ventures Information Technology II, L.P. Mr. Baruch disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

8. By CMEA Ventures Information Technology, II, Civil Law Partnership. Thomas Baruch, a member of the Issuer's board of directors is a general partner of CMEA Ventures IT Management II, L.P. the sole managing partner of CMEA Ventures Information Technology II, L.P. and has voting and investment power over the shares held by CMEA Ventures Information Technology, II, Civil Law Partnership. Mr. Baruch disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

9. Warrants became exercisable on September 9, 2003.

10. Warrants to purchase common stock terminated upon closing of a public offering.

11. Warrants were net exercised resulting in fewer shares being issued than if they had been paid for with cash.

	/s/ Lance Bridges, attorney-in-fact for Thomas Baruch	12/12/2007
	** 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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