SEC Filing - Portal Player, Inc.

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Expires: January 31, 2005 Estimated average burden hours per response... 0.5
	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

1. Name and Address of Reporting Person ^*
Spiegel Thomas
2. Date of Event Requiring Statement (MM/DD/YYYY) 11/18/2004
3. Issuer Name and Ticker or Trading Symbol
PortalPlayer, Inc. [PLAY]

(Last)        (First)        (Middle)
3255 SCOTT BOULEVARD, BLDG. 1
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
__ X __ Director                                _____ 10% Owner
_____ Officer (give title below)                _____ Other (specify below)

(Street)
SANTA CLARA,CA 95054

(City)              (State)              (Zip) 5. If Amendment, Date Original Filed (MM/DD/YYYY)

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 Beneficially Owned

1.Title of Security
(Instr. 4) 2. Amount of Securities Beneficially Owned
(Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) 4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Common Stock 234869 I By Thomas Spiegel 1982 Trust

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)

1. Title of Derivate Security
(Instr. 4) 2. Date Exercisable and Expiration Date
(MM/DD/YYYY) 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) 6. Nature of Indirect Beneficial Ownership
(Instr. 5)

Date Exercisable Expiration Date Title Amount or Number of Shares

Series C-1 convertible preferred stock ⁽⁵⁾ 8/8/1988 Common Stock 2382 $0 ⁽⁴⁾ ⁽⁶⁾ I By Portal Partners ⁽¹⁾

Series D convertible preferred stock ⁽⁵⁾ 8/8/1988 Common Stock 914190 $0 ⁽⁴⁾ ⁽⁷⁾ I By Portal Partners ⁽¹⁾

Series E convertible preferred stock ⁽⁵⁾ 8/8/1988 Common Stock 1063203 $0 ⁽⁴⁾ ⁽⁷⁾ I By Portal Partners ⁽¹⁾

Series B convertible preferred stock ⁽⁵⁾ 8/8/1988 Common Stock 931 $0 ⁽⁴⁾ ⁽⁸⁾ I By Spiegel Living Trust dated January 13, 2000

Series B-1 convertible preferred stock ⁽⁵⁾ 8/8/1988 Common Stock 1064 $0 ⁽⁴⁾ ⁽⁹⁾ I By Spiegel Living Trust dated January 13, 2000

Series E convertible preferred stock ⁽⁵⁾ 8/8/1988 Common Stock 1056105 $0 ⁽⁴⁾ ⁽⁷⁾ I By Spiegel Living Trust dated January 13, 2000

Series B convertible preferred stock ⁽⁵⁾ 8/8/1988 Common Stock 1163 $0 ⁽⁴⁾ ⁽⁸⁾ I By SBTR, LLC ⁽²⁾

Series B-1 convertible preferred stock ⁽⁵⁾ 8/8/1988 Common Stock 1330 $0 ⁽⁴⁾ ⁽⁹⁾ I By SBTR, LLC ⁽²⁾

Series B convertible preferred stock ⁽⁵⁾ 8/8/1988 Common Stock 232 $0 ⁽⁴⁾ ⁽⁸⁾ I By Music Trust dated May 25, 1999 ⁽³⁾

Series B-1 convertible preferred stock ⁽⁵⁾ 8/8/1988 Common Stock 266 $0 ⁽⁴⁾ ⁽⁹⁾ I By Music Trust dated May 25, 1999 ⁽³⁾

Employee Stock Option (right to buy) ⁽⁵⁾ 2/21/2011 Common Stock 444 $675.00 D

Warrant (right to buy) ⁽⁵⁾ 11/18/2004 Common Stock 1333 $531.00 D

Explanation of Responses:

( 1) The reporting person is the chief executive officer of the managing member of the partnership that owns the reported securities. The reporting person disclaims beneficial ownership of the reported securities except to the extent of any pecuniary interest therein.

( 2) The reporting person is the chief executive officer of the managing member of the LLC that owns the reported securities. 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.

( 3) 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.

( 4) Reflects a 1-for-3 reverse split of the common stock.

( 5) Immediately.

( 6) 1-for-116.8317

( 7) 1-for-0.3333

( 8) 1-for-0.6667

( 9) 1-for-132.3432

Reporting Owners

Reporting Owner Name / Address Relationships

Director 10% Owner Officer Other

Spiegel Thomas
3255 SCOTT BOULEVARD
BLDG. 1
SANTA CLARA, CA 95054 X

Signatures

/s/ Thomas Spiegel 11/18/2004

^** 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 5(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 control number.

Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	234869	I	By Thomas Spiegel 1982 Trust

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivate Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series C-1 convertible preferred stock	⁽⁵⁾	8/8/1988	Common Stock	2382	$0 ⁽⁴⁾ ⁽⁶⁾	I	By Portal Partners ⁽¹⁾
Series D convertible preferred stock	⁽⁵⁾	8/8/1988	Common Stock	914190	$0 ⁽⁴⁾ ⁽⁷⁾	I	By Portal Partners ⁽¹⁾
Series E convertible preferred stock	⁽⁵⁾	8/8/1988	Common Stock	1063203	$0 ⁽⁴⁾ ⁽⁷⁾	I	By Portal Partners ⁽¹⁾
Series B convertible preferred stock	⁽⁵⁾	8/8/1988	Common Stock	931	$0 ⁽⁴⁾ ⁽⁸⁾	I	By Spiegel Living Trust dated January 13, 2000
Series B-1 convertible preferred stock	⁽⁵⁾	8/8/1988	Common Stock	1064	$0 ⁽⁴⁾ ⁽⁹⁾	I	By Spiegel Living Trust dated January 13, 2000
Series E convertible preferred stock	⁽⁵⁾	8/8/1988	Common Stock	1056105	$0 ⁽⁴⁾ ⁽⁷⁾	I	By Spiegel Living Trust dated January 13, 2000
Series B convertible preferred stock	⁽⁵⁾	8/8/1988	Common Stock	1163	$0 ⁽⁴⁾ ⁽⁸⁾	I	By SBTR, LLC ⁽²⁾
Series B-1 convertible preferred stock	⁽⁵⁾	8/8/1988	Common Stock	1330	$0 ⁽⁴⁾ ⁽⁹⁾	I	By SBTR, LLC ⁽²⁾
Series B convertible preferred stock	⁽⁵⁾	8/8/1988	Common Stock	232	$0 ⁽⁴⁾ ⁽⁸⁾	I	By Music Trust dated May 25, 1999 ⁽³⁾
Series B-1 convertible preferred stock	⁽⁵⁾	8/8/1988	Common Stock	266	$0 ⁽⁴⁾ ⁽⁹⁾	I	By Music Trust dated May 25, 1999 ⁽³⁾
Employee Stock Option (right to buy)	⁽⁵⁾	2/21/2011	Common Stock	444	$675.00	D
Warrant (right to buy)	⁽⁵⁾	11/18/2004	Common Stock	1333	$531.00	D

Explanation of Responses:
( 1)	The reporting person is the chief executive officer of the managing member of the partnership that owns the reported securities. The reporting person disclaims beneficial ownership of the reported securities except to the extent of any pecuniary interest therein.
( 2)	The reporting person is the chief executive officer of the managing member of the LLC that owns the reported securities. 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.
( 3)	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.
( 4)	Reflects a 1-for-3 reverse split of the common stock.
( 5)	Immediately.
( 6)	1-for-116.8317
( 7)	1-for-0.3333
( 8)	1-for-0.6667
( 9)	1-for-132.3432

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 5(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 control number.