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^*

Roscher Karen

(Last)

(First)

(Middle)

4000 MACARTHUR BLVD.

(Street)

NEWPORT BEACH

92660

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CONEXANT SYSTEMS INC [ CNXT ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr. VP and CFO

3. Date of Earliest Transaction (Month/Day/Year)
09/10/2007

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)
Restricted Stock Units (Performance Vested)	09/10/2007		A		250,000	A	⁽¹⁾	250,000	D
Restricted Stock Units (Time Vested)	09/10/2007		A		360,000	A	⁽²⁾	360,000	D
Common Stock								1,000	I	By Trust

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)
Stock Option (Right to Buy)	$1.37	09/10/2007		A		1,000,000		09/10/2008⁽³⁾	09/10/2015	Common Stock	1,000,000	$0	1,000,000	D

Explanation of Responses:

1. Each Performance Vested Restricted Stock Unit (PV RSU) represents the right to receive one share of common stock. One-third of the PV RSUs will vest if the Company's common stock sustains an average closing price of $3.00 over a 60 calendar day period; one-third will vest if the Company's common stock sustains an average closing price of $4.50 over a 60 calendar period; and one-third will vest if the Company's common stock sustains an average closing price of $6.00 over a 60 day calendar period. Any unvested portion of the PV RSUs will be forfeited after five years. In the event of a change of control of the Company; if not already vested, one-third of the PV RSUs will vest if the closing price of the Company's common stock (or the price per share in the corporate transaction that constitutes the change of control) on the date of such change of control is at least $3.00, an additional one-third will vest if such price is $4.50; an additional one-third will vest if such price is $6.

2. Each Time Vested Restricted Stock Unit (TV RSU) represents the right to receive one share of common stock. The 360,000 TV RSUs will vest in three equal installments on September 10, 2008, 2009 and 2010. In the event of a change of control of the Company, any unvested TV RSUs will become fully vested.

3. The stock options will become exercisable in three installments on September 10, 2008, 2009 and 2010. In the event of a change in control of the Company, any unvested stock options will become fully vested. The stock options expire September 10, 2015.

Remarks:

	By: Terri A. Aprati, Attorney-in-fact	09/10/2007
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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