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^*

HARRIS CHARLES E

(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)
01/22/2010

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

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

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

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	164,935⁽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)	12/15/2009⁽²⁾	07/26/2017	Common Stock	20,563	$38.3	D
Employee Stock Options (right to buy)	12/15/2009⁽²⁾	02/26/2019	Common Stock	31,225	$8.41	D

Explanation of Responses:

1. Received in connection with the merger of Intellon Corporation ("Intellon") into the Issuer (the "Merger") on December 15, 2009, in exchange for (a) 1,042,806 shares of Intellon common stock, which converted into common stock of the Issuer at an exchange ratio of 0.134412; (b) 32,830 shares of Intellon common stock, which converted into common stock of the Issuer at an exchange ratio of 0.145039; and (c) 74,940 restricted stock units of Intellon, which converted into restricted stock units of the Issuer at an exchange ratio of 0.267008 and which vested in full immediately upon the Merger.

2. Received in connection with the Merger on December 15, 2009, in exchange for employee stock options to acquire (a) 82,320 shares of Intellon common stock at an exercise price of $9.5664 per share; and (b) 125,000 shares of Intellon common stock at an exercise price of $2.10 per share. The exchange ratio was 0.2498. The options vested in full immediately upon the Merger.

Remarks:

	Bruce P. Johnson, Attorney-in-fact	01/25/2010
	** 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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