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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| INCENTIVE STOCK OPTION (RIGHT TO BUY) | $ 0.4284 | 12/15/2010 | M | 7,583 | (3) | 08/19/2015 | COMMON STOCK | 7,583 | $ 0 | 58,813 | D | ||||
| INCENTIVE STOCK OPTION (RIGHT TO BUY) | $ 0.4284 | 12/15/2010 | M | 1,209 | (4) | 08/19/2015 | C0MM0N STOCK | 1,209 | $ 0 | 57,604 | D | ||||
| INCENTIVE STOCK OPTION (RIGHT TO BUY) | $ 0.4284 | 12/15/2010 | M | 31,395 | (4) | 08/19/2015 | COMMON STOCK | 31,395 | $ 0 | 26,209 | D | ||||
| INCENTIVE STOCK OPTION (RIGHT TO BUY) | $ 0.4284 | 12/15/2010 | M | 26,209 | (5) | 10/13/2016 | COMMON STOCK | 26,209 | $ 0 | 0 | D | ||||
| INCENTIVE STOCK OPTION (RIGHT TO BUY) | $ 1.0491 | 12/15/2010 | M | 81,760 | (6) | 05/18/2017 | COMMON STOCK | 81,760 | $ 0 | 11,680 | D | ||||
| NON-QUALIFIED STOCKOPTION (RIGHT TO BUY) | $ 1.99 | 12/15/2010 | M | 1,844 | (7) | 03/19/2018 | COMMON STOCK | 1,844 | $ 0 | 64,823 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Lyle David 6290 SEQUENCE DRIVE SAN DIEGO, CA 92121 |
Chief Financial Officer | |||
| LANCE W. BRIDGES, AS ATTORNEY-IN-FACT FOR DAVID B. LYLE | 12/16/2010 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | The sales reported in the Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 28, 2009. |
| (2) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.96 to $11.39, per share. The reporting person undertakes to provide to Entropic Communications (the "Company"), any security holder of the Company or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. |
| (3) | 1/4th of the shares vest one year after the Vesting Commencement Date beginning 8/19/05. 1/48th of the shares vest monthly thereafter over the next three years. The options may be early exercised prior to vesting but any exercised and unvested shares are subject to a right of repurchase on behalf of the Issuer. Additionally, grant is subject to accelerated vesting on the terms and conditions set forth in such individual's Change of Control Agreement. |
| (4) | Vesting began once Reporting Person met certain milestones which occurred on 8/19/05. 1/48th of the shares vest monthly thereafter over the next four years. The options may be early exercised prior to vesting but any exercised and unvested shares are subject to a right of repurchase on behalf of the Issuer. Additionally, grant is subject to accelerated vesting on the terms and conditions set forth in such individual's Change of Control Agreement. |
| (5) | Vesting began once Reporting Person met certain milestones which occurred on 10/13/06. 1/48th of the shares vest monthly thereafter over the next four years. The options may be early exercised prior to vesting but any exercised and unvested shares are subject to a right of repurchase on behalf of the Issuer. Additionally, grant is subject to accelerated vesting on the terms and conditions set forth in such individual's Change of Control Agreement. |
| (6) | 1/4th of the shares vest one year after the Vesting Commencement Date beginning 5/18/07. 1/48th of the shares vest monthly thereafter over the next three years. The options may be early exercised prior to vesting but any exercised and unvested shares are subject to a right of repurchase on behalf of the Issuer. Additionally, grant is subject to accelerated vesting on the terms and conditions set forth in such individual's Change of Control Agreement. |
| (7) | 18,055 of the options will become exercisable on May 15, 2010. The remainder of the options become exercisable in equal monthly installments beginning June 19, 2010 until fully vested on March 19, 2012. Additionally, grant is subject to accelerated vesting on the terms and conditions set forth in such individual's Change of Control Agreement. |