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*
Johnson Gary
(Last) (First) (Middle)
70 W. PLUMERIA DRIVE
(Street)
SAN JOSE CA 95134
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PortalPlayer, Inc. [ PLAY ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
11/29/2005
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 11/29/2005 M 25,894 A $0.45 87,727 D
Common Stock 11/29/2005 S 25,894(1) D $24.1918 61,833 D
Common Stock 11/29/2005 M 8,375 A $16.68 70,208 D
Common Stock 11/29/2005 S 8,375(1) D $24.1918 61,833 D
Common Stock 11/29/2005 M 5,731 A $16.68 67,564 D
Common Stock 11/29/2005 S 5,731(1) D $24.1918 61,833 D
Common Stock 11/30/2005 M 9,700 A $0.45 71,533 D
Common Stock 11/30/2005 S 9,700(2) D $23.9336 61,833 D
Common Stock 11/30/2005 M 300 A $0.45 62,133 D
Common Stock 11/30/2005 S 300(2) D $23.9336 61,833 D
Common Stock 31,553 I By Benhall Trust(3)
Common Stock 11,167 I By TST FBO C Johnson(4)
Common Stock 11,167 I By TST FBO M Johnson(5)
Common Stock 31,553 I By Welby TST(6)
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
Non-Qualified Stock Option (right to buy) $0.45 11/30/2005 M 300 12/07/2006 04/30/2013 Common Stock 300 $23.9336 59,640 D
Non-Qualified Stock Option (right to buy) $0.45 11/29/2005 M 25,894 05/19/2004 05/19/2014 Common Stock 25,894 $24.1918 19,700 D
Non-Qualified Stock Option (right to buy) $0.45 11/30/2005 M 9,700 05/19/2004 05/19/2014 Common Stock 9,700 $23.9336 10,000 D
Non-Qualified Stock Option (right to buy) $16.68 11/29/2005 M 8,375 (7) 05/02/2015 Common Stock 8,375 $24.1918 18,625 D
Non-Qualified Stock Option (right to buy) $16.68 11/29/2005 M 5,731 05/03/2005 05/03/2015 Common Stock 5,731 $24.1918 40,000 D
Explanation of Responses:
1. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 26, 2005.
2. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 25, 2005.
3. By Benhall - (A) Annuity Trust dated June 9, 2004.
4. By Johnson Childrens Trust F/B/O Claire Johnson. The shares are held in a trust for the benefit of the reporting person's children. Joel Silberman is the trustee of the trust. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or any other purpose.
5. By Johnson Childrens Trust F/B/O Matthew Johnson. The shares are held in a trust for the benefit of the reporting person's children. Joel Silberman is the trustee of the trust. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or any other purpose.
6. By Welby - (A) Annuity Trust dated June 9, 2004. The shares are held in a trust for the benefit of the reporting person's wife. The reporting person's wife is trustee of the trust. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or any other purpose.
7. The option vests as to 1/48th of the shares monthly over four years.
By: Pulay Mohun, Attorney-in-fact For: Gary Johnson 12/01/2005
** 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.