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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* DOMENIK STEPHEN L (Last) (First) (Middle) 13455 NOEL ROAD SUITE 1670 (Street) DALLAS TX 75240 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol NETLOGIC MICROSYSTEMS INC [ NETL ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 07/13/2004
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/14/2004		C		7,500	A	$0(1)	7,500	D
Common Stock	02/12/2004		M		2,500	A	$2	2,500	D
Common Stock	07/14/2004		C		1,383,815	A	$0(1)	1,383,815	I	See Footnote(6)
Common Stock	07/13/2004		X		20,000	A	$2	20,000	I	See Footnote(5)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series C Preferred Stock	(1)	07/14/2004		C			999,200	(1)	(1)	Common Stock	999,200	$0(1)	0	I	See Footnote(3)
Series D Preferred Stock	(1)	07/14/2004		C			384,615	(1)	(1)	Common Stock	384,615	$0(1)	0	I	See Footnote(4)
Warrant (Right To Purchase)	$2	03/18/2004		A		20,000		(2)	(2)	Common Stock	20,000	$2	20,000	I	See Footnote(5)
Warrant (Right To Purchase)	$2	07/13/2004		X			20,000	(2)	(2)	Common Stock	20,000	$2	0	I	See Footnote(5)
Stock Option (Right To Buy)	$2	01/20/2004		A		2,500		01/20/2004	01/19/2014	Common Stock	2,500	$2	2,500	D
Stock Option (Right To Buy)	$2	02/12/2004		M			2,500	01/20/2004	01/19/2014	Common Stock	2,500	$2	0	D

Explanation of Responses:

1. Each share of Series C Preferred Stock and Series D Preferred Stock may be converted at any time into common stock on a 1-for-1 basis; automatically converts at the closing of an initial public offering.

2. The Warrant shares become exercisable from and after the first anniversary of the date of issuance, the "Commencement Date" and shall expire and no longer be exercisable on or after the earliest of (i) 5:00 p.m. San Francisco, California local time, on the date that is three (3) years after the Commencement Date, (ii) the closing of a Qualified Offering, or (iii) the closing date of a Change of Control Transaction. Notwithstanding the foregoing, if either of the events described in clause (ii) or (iii) shall occur prior to the Commencement Date, the Warrant shall become exercisable, subject to the consummation of such event, from and after the date that the holder receives notice of such event pursuant to the terms of the Warrant, and shall expire and no longer be exercisable on or after the closing date of such event.

3. Total common shares of 999,200, represents 979,216 of such common shares held by Sevin Rosen Fund VIII L.P. ("SRFVIII") and 19,984 of such common shares held by Sevin Rosen VIII Affiliates Fund L.P. ("SRFVIII AFF"). Stephen L. Domenik ("Domenik") is a general partner of the general partner of SRF VIII and SRFVIII AFF. Domenik disclaims beneficial ownership of these shares except to the extent of his proportionate partnership interest in these shares.

4. Total common shares of 384,615, represents 376,923 of such common shares held by SRFVIII and 7,692 of such common shares held by SRFVIII AFF. Domenik is a general partner of the general partner of SRF VIII and SRFVIII AFF. Domenik disclaims beneficial ownership of these shares except to the extent of his proportionate partnership interest in these shares.

5. Total common shares of 20,000, represents 19,600 of such common shares held by SRFVIII and 400 such common shares held by SRFVIII AFF. Domenik is a general partner of the general partner of SRF VIII and SRFVIII AFF. Domenik disclaims beneficial ownership of these shares except to the extent of his proportionate partnership interest in these shares.

6. Total common shares of 1,383,815, represents 1,356,139 of such common shares held by SRFVIII and 27,676 of such common shares held by SRFVIII AFF. Domenik is a general partner of the general partner of SRF VIII and SRFVIII AFF. Domenik disclaims beneficial ownership of these shares except to the extent of his proportionate partnership interest in these shares.

	John V. Jaggers, By Power Of Attorney	07/15/2004
	** 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).
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