SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Chu Hing

(Last)

(First)

(Middle)

C/O ATHEROS COMMUNICATIONS, INC.

5480 GREAT AMERICA PARKWAY

(Street)

SANTA CLARA

95054

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/21/2009

3. Issuer Name and Ticker or Trading Symbol
ATHEROS COMMUNICATIONS INC [ ATHR ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	15,600⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Options (right to buy)	03/13/2002⁽²⁾	03/12/2012	Common Stock	10,500	$1.72	D
Employee Stock Options (right to buy)	08/13/2003⁽³⁾	08/12/2013	Common Stock	9,000	$1.987	D
Employee Stock Options (right to buy)	⁽⁴⁾	08/19/2010	Common Stock	313	$7.75	D
Employee Stock Options (right to buy)	⁽⁵⁾	09/02/2010	Common Stock	105	$7.91	D
Employee Stock Options (right to buy)	⁽⁶⁾	06/23/2015	Common Stock	15,000	$8.89	D
Employee Stock Options (right to buy)	⁽⁷⁾	08/25/2015	Common Stock	30,000	$10.37	D
Employee Stock Options (right to buy)	⁽⁸⁾	09/12/2016	Common Stock	20,000	$17.36	D
Employee Stock Options (right to buy)	⁽⁹⁾	02/01/2014	Common Stock	22,500	$24.4	D
Employee Stock Options (right to buy)	⁽¹⁰⁾	02/12/2015	Common Stock	21,000	$27.37	D

Explanation of Responses:

1. Includes 1,406 Restricted Stock Units that will vest and be settled in shares of Common Stock in 9 equal quarterly installments commencing February 2, 2009 and 4,550 Restricted Stock Units that will vest and be settled in shares of Common Stock in 13 equal quarterly installments commencing February 2, 2009.

2. All of the options became exercisable on 3/13/02. The shares underlying the options are subject to the issuer's right of repurchase that lapsed as to 25% of the shares on 4/1/2003 and lapsed as to the remaining shares in 36 equal monthly installments beginning on 5/1/2003.

3. All of the options became exercisable on 8/13/2003. The shares underlying the options are subject to the issuer's right of repurchase that lapsed as to 20% of the shares on 8/13/2004, and lapsed as to the remaining shares in 48 equal monthly installments beginning on 9/13/2004.

4. 25% of the options became exercisable on 8/20/2005, and the remaining options became exercisable in 36 equal monthly installments beginning on 9/20/2005.

5. 25% of the options became exercisable on 9/03/2005, and the remaining options became exercisable in 36 equal monthly installments beginning on 10/03/2005.

6. 25% of the options became exercisable on 6/24/2006, and the remaining options become exercisable in 36 equal monthly installments beginning on 7/24/2006.

7. 25% of the options became exercisable on 8/19/2006, and the remaining options become exercisable in 36 equal monthly installments beginning on 9/19/2006.

8. The options become exercisable in 48 equal monthly installments commencing on 10/13/2006.

9. The options become exercisable in 48 equal monthly installments commencing on 03/02/2007.

10. The options become exercisable in 48 equal monthly installments commencing on 03/13/2008.

Remarks:

	Bruce P. Johnson - Attorney-in-fact	02/02/2009
	** 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 5 (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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