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^*

Bencala Dennis

(Last)

(First)

(Middle)

217 DEVCON DRIVE

(Street)

SAN JOSE

95112

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SIRF TECHNOLOGY HOLDINGS INC [ SIRF ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/26/2009

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	06/26/2009		D		81,368	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)
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)
Incentive Stock Option (Right to buy)	$2	06/26/2009		D			14,000	04/10/2004	04/10/2010	Common Stock	14,000	⁽²⁾	0	D
Incentive Stock Option (Right to buy)	$4	06/26/2009		D			8,000	11/06/2005	11/06/2011	Common Stock	8,000	⁽³⁾	0	D
Incentive Stock Option (Right to buy)	$4	06/26/2009		D			4,625	07/16/2006	10/30/2012	Common Stock	4,625	⁽⁴⁾	0	D
Incentive Stock Option (Right to buy)	$12.51	06/26/2009		D			13,135	12/01/2007	12/14/2014	Common Stock	13,135	⁽⁵⁾	0	D
Non-Qualified Stock Option (right to buy)	$1.88	06/26/2009		D			50,000	09/15/2009	09/15/2014	Common Stock	50,000	⁽⁶⁾	0	D
Non-Qualified Stock Option (right to buy)	$33.98	06/26/2009		D			8,600	05/01/2009	05/01/2013	Common Stock	8,600	⁽⁷⁾	0	D
Non-Qualified Stock Option (right to buy)	$3.39	06/26/2009		D			58,500	05/05/2010	05/08/2015	Common Stock	58,500	⁽⁸⁾	0	D

Explanation of Responses:

1. 7,108 of these shares were disposed of pursuant to the Agreement and Plan of Merger, dated as of February 9, 2009 (the "Merger Agreement"), by and among CSR plc ("CSR"), Shannon Acquisition Sub, Inc., and SiRF Technology Holdings, Inc., in exchange for 5,267 ordinary shares of CSR having a market value of $5.74 per share (based on an exchange rate of ?1.00 = $1.6432) on the effective date of the merger. 74,260 of these shares subject to restricted stock units were assumed by CSR pursuant to the Merger Agreement and replaced with 55,026 ordinary shares of CSR, subject to the same terms and conditions (including applicable vesting requirements and deferral provisions) as applied to such restricted stock units.

2. These options were assumed by CSR pursuant to the Merger Agreement and replaced with options to purchase 10,374 ordinary shares of CSR for an exercise price of $2.70 per share, subject to the same terms and conditions (including applicable vesting requirements and deferral provisions) as applied to such SiRF options.

3. These options were assumed by CSR pursuant to the Merger Agreement and replaced with options to purchase 5,928 ordinary shares of CSR for an exercise price of $5.40 per share, subject to the same terms and conditions (including applicable vesting requirements and deferral provisions) as applied to such SiRF options.

4. These options were assumed by CSR pursuant to the Merger Agreement and replaced with options to purchase 3,427 ordinary shares of CSR for an exercise price of $5.40 per share, subject to the same terms and conditions (including applicable vesting requirements and deferral provisions) as applied to such SiRF options.

5. These options were assumed by CSR pursuant to the Merger Agreement and replaced with options to purchase 9,733 ordinary shares of CSR for an exercise price of $16.89 per share, subject to the same terms and conditions (including applicable vesting requirements and deferral provisions) as applied to such SiRF options.

6. These options were assumed by CSR pursuant to the Merger Agreement and replaced with options to purchase 37,050 ordinary shares of CSR for an exercise price of $2.54 per share, subject to the same terms and conditions (including applicable vesting requirements and deferral provisions) as applied to such SiRF options.

7. These options were assumed by CSR pursuant to the Merger Agreement and replaced with options to purchase 6,372 ordinary shares of CSR for an exercise price of $45.87 per share, subject to the same terms and conditions (including applicable vesting requirements and deferral provisions) as applied to such SiRF options.

8. These options were assumed by CSR pursuant to the Merger Agreement and replaced with options to purchase 43,348 ordinary shares of CSR for an exercise price of $4.58 per share, subject to the same terms and conditions (including applicable vesting requirements and deferral provisions) as applied to such SiRF options.

	/s/ Dennis Bencala	06/29/2009
	** Signature of Reporting Person	Date
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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