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*
MEDREK THOMAS J
(Last) (First) (Middle)
4000 MACARTHUR BLVD. EAST TOWER
(Street)
NEWPORT BEACH CA 92660
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MINDSPEED TECHNOLOGIES, INC [ MSPD ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Vice President
3. Date of Earliest Transaction (Month/Day/Year)
06/28/2004
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 06/28/2004 06/28/2004 M 500 A $1.003 1,500 D
Common Stock 06/28/2004 06/28/2004 S(1) 500 D $4.89 1,000 D
Common Stock 34,948 I By Family Trust
Common Stock 1,704 I By Immediate Family
Common Stock 1,946 I By Savings Plan - CNXT(2)
Common Stock 1,147 I By Savings Plan - MSPD(3)
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
Stock Option (Right to Buy) $1.003 06/28/2004 06/28/2004 M 500 11/05/2003(4) 11/05/2010 Common Stock 500 $0 31,249 D
Stock Option (Right to Buy) $6.0175 03/31/2004(5) 10/19/2005 Common Stock 5,377 5,377 D
Stock Option (Right to Buy) $1.8002 03/30/2002(6) 03/30/2009 Common Stock 126,854 126,854 D
Stock Option (Right to Buy) $2.3586 03/13/2001(4) 04/03/2010 Common Stock 14,304 14,304 D
Stock Option (Right to Buy) $2.3586 07/24/2001(4) 04/03/2010 Common Stock 14,304 14,304 D
Stock Option (Right to Buy) $2.3586 09/30/2003(7) 04/03/2010 Common Stock 7,602 7,602 D
Stock Option (Right to Buy) $2.0423 04/26/2003(4) 04/26/2010 Common Stock 26,812 26,812 D
Stock Option (Right to Buy) $4.4059 06/27/2003 10/27/2010 Common Stock 2,083 2,083 D
Stock Option (Right to Buy) $1.8002 03/30/2002(6) 03/29/2011 Common Stock 21,513 21,513 D
Stock Option (Right to Buy) $2.65 08/15/2004(4) 08/15/2013 Common Stock 100,000 100,000 D
Explanation of Responses:
1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on April 26, 2004.
2. Shares represented by Company stock fund units under the Conexant Systems, 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. 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.
4. 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.
5. Options become exercisable in whole or part (but only for a whole number of shares) as to 811 of the option shares beginning on this date and as to an additional 385 of the option shares on 6/30/04 and 811 of the option shares on 3/31/05.
6. 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.
7. Options become exercisable in whole or part (but only for a whole number of shares) as to 811 of the option shares beginning on this date and as to an additional 811 of the option shares on 12/30/03, 426 of the option shares on 6/30/04, 811 of the option shares on 09/30/04 and 812 of the option shares on 12/30/04.
Remarks:
By: Steven W. Sprecher, Attorney-in-fact 06/28/2004
** 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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