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^*

ODonnell John S

(Last)

(First)

(Middle)

8100 SW NYBERG RD.

(Street)

TUALATIN

97062

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PIXELWORKS INC [ PXLW ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/07/2006

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	02/07/2006		M		15,000	A	$0.07	15,000	D
Common Stock	02/07/2006		S		15,000	D	$4.55	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)	$0.07	02/07/2006		M			15,000	⁽¹⁾	⁽²⁾	Common Stock	15,000	$4.55	207,402	D
Incentive Stock Option (right to buy)	$6.58							⁽³⁾	04/22/2015	Common Stock	79,950		79,950	D
Non-Qualified Stock Option (right to buy)	$0.07							⁽⁴⁾	⁽⁵⁾	Common Stock	4,984		4,984	D
Non-Qualified Stock Option (right to buy)	$9.25							⁽⁶⁾	06/14/2015	Common Stock	70,050		70,050	D

Explanation of Responses:

1. 222,397 shares are exercisable on the grant date of June 14, 2005. The remaining 5 shares become exercisable as follows: 0.5 shares become exercisable every month for a 10 month period ending April 30, 2006. Options became exercisable for shares of Pixelworks common stock upon the Company's acquisition of Equator Technologies, Inc.

2. 103 shares expire July 10, 2010, 28 shares expire April 18, 2012, 1,776 shares expire April 8, 2013, 186,647 shares expire April 6, 2014 and 33,848 shares expire September 15, 2014.

3. 19,988 shares become exerciseable as of April 30, 2006. 1,665.6 shares become exercisable every month thereafter for 36 months through April 30, 2009. Options became exercisable for shares of Pixelworks common stock upon the Company's acquisition of Equator Technologies, Inc.

4. 4,959 shares are exercisable on the grant date of June 14, 2005. The remaining 25 shares become exercisable as follows: 3.25 shares become exercisable every month for a 4 month period ending October 31, 2005 and 2 shares become exercisable every month thereafter for a 6 month period ending April 30, 2006. Options became exercisable for shares of Pixelworks common stock upon the Company's acquisition of Equator Technologies, Inc.

5. 41 shares expire July 10, 2010, 578 shares expire March 29, 2011, 72 shares expire January 10, 2012, 72 shares expire July 18, 2012, 592 shares expire April 8, 2013 and 3,629 shares expire November 11, 2013.

6. The options become exercisable over a 4-year period which commenced on June 30, 2005, as follows: 17,513 shares exercisable as of June 30, 2006, 1,459.4 shares exercisable every month thereafter for 36 months through June 30, 2009.

	John S ODonnell	02/07/2006
	** Signature of Reporting Person	Date
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