| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
MINDSPEED TECHNOLOGIES, INC [ MSPD ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/28/2005 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 01/31/2005 | 01/31/2005 | A | V | 1,000(1) | A | $1.976 | 3,646 | D | |
| Common Stock | 5,733 | I | By Savings Plan - MSPD(2) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (Right to Buy) | $2.28 | 01/28/2005 | 01/28/2005 | A | 60,000 | 07/28/2005(3) | 01/28/2013 | Common Stock | 60,000 | $0 | 60,000 | D | |||
| Common Stock Share Equivalents - CNXT(4) | $0.0000 | 08/08/1988(4) | 08/08/1988(4) | Common Stock | 336 | 336(4) | I | By Savings Plan | |||||||
| Stock Option (Right to Buy) | $1.8946 | 06/27/2003 | 01/04/2009 | Common Stock | 35,967 | 35,967 | D | ||||||||
| Stock Option (Right to Buy) | $1.8002 | 03/30/2002(5) | 03/30/2009 | Common Stock | 115,169 | 115,169 | D | ||||||||
| Stock Option (Right to Buy) | $2.3586 | 01/04/2001(6) | 04/03/2010 | Common Stock | 12,516 | 12,516 | D | ||||||||
| Stock Option (Right to Buy) | $2.3586 | 07/24/2001(6) | 04/03/2010 | Common Stock | 17,881 | 17,881 | D | ||||||||
| Stock Option (Right to Buy) | $2.3586 | 09/28/2002(6) | 04/03/2010 | Common Stock | 17,881 | 17,881 | D | ||||||||
| Stock Option (Right to Buy) | $2.3586 | 04/03/2003(6) | 04/03/2010 | Common Stock | 35,762 | 35,762 | D | ||||||||
| Stock Option (Right to Buy) | $4.4059 | 06/27/2003 | 10/27/2010 | Common Stock | 2,621 | 2,621 | D | ||||||||
| Stock Option (Right to Buy) | $1.003 | 11/05/2003(6) | 11/05/2010 | Common Stock | 35,749 | 35,749 | D | ||||||||
| Stock Option (Right to Buy) | $1.8002 | 03/30/2002(5) | 03/29/2011 | Common Stock | 33,198 | 33,198 | D | ||||||||
| Stock Option (Right to Buy) | $9.65 | 01/30/2005(7) | 01/30/2012 | Common Stock | 50,000 | 50,000 | D | ||||||||
| Stock Option (Right to Buy) | $3.553 | 07/30/2005(8) | 07/30/2012 | Common Stock | 55,000 | 55,000 | D | ||||||||
| Stock Option (Right to Buy) | $2.65 | 08/15/2004(6) | 08/15/2013 | Common Stock | 100,000 | 100,000 | D | ||||||||
| Explanation of Responses: |
| 1. Shares acquired pursuant to the Mindspeed Technologies, Inc. 2003 Employee Stock Purchase Plan. |
| 2. Shares represented by Company stock fund units under the Mindspeed Technologies, Inc. Savings Plan which were acquired on a periodic basis pursuant to the Plan, based on the latest information furnished by the Plan Administrator. The shares represented by Company stock fund units under the Plan are held in the employee benefit plan trust established thereunder. |
| 3. Options become exercisable in whole or part (but only for a whole number of shares) as to one-half of the option shares beginning on this date and as to an additional one-half of the option shares on the one year anniversary of the date of grant. |
| 4. Share equivalents credited under one or more Conexant Systems, Inc. supplemental savings plans, the value (based on market value at or near the time of payment) of which is payable in cash upon retirement or after termination of employment. This information is based on the latest information furnished by the Plan Administrator. |
| 5. Options become exercisable in whole or part (but only for a whole number of shares) as to one-third of the option shares beginning on this date and as to an additional one-third of the option shares beginning on the first and second anniversaries thereof. |
| 6. Options become exercisable in whole or part (but only for a whole number of shares) as to one-fourth of the option shares beginning on this date and as to an additional one-fourth of the option shares beginning on the first, second and third anniversaries thereof. |
| 7. Options become exercisable in whole or part (but only for a whole number of shares) as to one-half of the option shares beginning on this date and as to an additional one-half of the option shares beginning on the first anniversary thereof. |
| 8. The option was granted on July 30, 2004 and vests as to 1/4 of the total number of shares subject to the option on the one year anniversary of the date of grant, and 1/48 of the total number of shares subject to the option each month for the remaining thirty six (36) months thereafter. |
| Remarks: |
| By: Steven W. Sprecher, Attorney-in-fact for | 01/31/2005 | |
| ** 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. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||