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 ^*
WHIMS JAMES L
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 60915 D

Common Stock 1620 I By Techfarm II, L.P. ⁽¹⁾

Common Stock 110 I By Techfund Capital II, L.P. ⁽²⁾

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 A convertible preferred stock ⁽⁵⁾ 8/8/1988 Common Stock 6666 ⁽⁴⁾ ⁽⁶⁾ I By Techfund Capital II, L.P. ⁽²⁾

Series B convertible preferred stock ⁽⁵⁾ 8/8/1988 Common Stock 3325 ⁽⁴⁾ ⁽⁶⁾ I By Techfund Capital II, L.P. ⁽²⁾

Series C convertible preferred stock ⁽⁵⁾ 8/8/1988 Common Stock 1412 ⁽⁴⁾ ⁽⁷⁾ I By Techfund Capital II, L.P. ⁽²⁾

Series C-1 convertible preferred stock ⁽⁵⁾ 8/8/1988 Common Stock 941 ⁽⁴⁾ ⁽⁸⁾ I By Techfund Capital II, L.P. ⁽²⁾

Series D convertible preferred stock ⁽⁵⁾ 8/8/1988 Common Stock 330033 ⁽⁴⁾ ⁽⁷⁾ I By Techfund Capital II, L.P. ⁽²⁾

Series A convertible preferred stock ⁽⁵⁾ 8/8/1988 Common Stock 1333 ⁽⁴⁾ ⁽⁶⁾ I By Techfund Capital Management II, LLC ⁽³⁾

Series B convertible preferred stock ⁽⁵⁾ 8/8/1988 Common Stock 1330 ⁽⁴⁾ ⁽⁶⁾ I By Techfund Capital Management II, LLC ⁽³⁾

Series C convertible prefereed stock ⁽⁵⁾ 8/8/1988 Common Stock 282 ⁽⁴⁾ ⁽⁷⁾ I By Techfund Capital Management II, LLC ⁽³⁾

Series C-1 convertible preferred stock ⁽⁵⁾ 8/8/1988 Common Stock 188 ⁽⁴⁾ ⁽⁸⁾ I By Techfund Capital Management II, LLC ⁽³⁾

Series D convertible preferred stock ⁽⁵⁾ 8/8/1988 Common Stock 66006 ⁽⁴⁾ ⁽⁷⁾ I By Techfund Capital Management II, LLC ⁽³⁾

Explanation of Responses:

( 1) The reporting person disclaims beneficial ownership of the securities except for any pecuniary interest therein.

( 2) The reporting person disclaims beneficial ownership of the securities except for any pecuniary interest therein.

( 3) The reporting person disclaims beneficial ownership of the securities except for any pecuniary interest therein.

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

( 5) Immediately

( 6) 1-for-0.6667

( 7) 1-for-0.3333

( 8) 1-for-116.8317

Reporting Owners

Reporting Owner Name / Address Relationships

Director 10% Owner Officer Other

WHIMS JAMES L
3255 SCOTT BOULEVARD, BLDG. 1
SANTA CLARA, CA 95054 X

Signatures

/s/ James Whims 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	60915	D
Common Stock	1620	I	By Techfarm II, L.P. ⁽¹⁾
Common Stock	110	I	By Techfund Capital II, L.P. ⁽²⁾

*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 A convertible preferred stock	⁽⁵⁾	8/8/1988	Common Stock	6666	⁽⁴⁾ ⁽⁶⁾	I	By Techfund Capital II, L.P. ⁽²⁾
Series B convertible preferred stock	⁽⁵⁾	8/8/1988	Common Stock	3325	⁽⁴⁾ ⁽⁶⁾	I	By Techfund Capital II, L.P. ⁽²⁾
Series C convertible preferred stock	⁽⁵⁾	8/8/1988	Common Stock	1412	⁽⁴⁾ ⁽⁷⁾	I	By Techfund Capital II, L.P. ⁽²⁾
Series C-1 convertible preferred stock	⁽⁵⁾	8/8/1988	Common Stock	941	⁽⁴⁾ ⁽⁸⁾	I	By Techfund Capital II, L.P. ⁽²⁾
Series D convertible preferred stock	⁽⁵⁾	8/8/1988	Common Stock	330033	⁽⁴⁾ ⁽⁷⁾	I	By Techfund Capital II, L.P. ⁽²⁾
Series A convertible preferred stock	⁽⁵⁾	8/8/1988	Common Stock	1333	⁽⁴⁾ ⁽⁶⁾	I	By Techfund Capital Management II, LLC ⁽³⁾
Series B convertible preferred stock	⁽⁵⁾	8/8/1988	Common Stock	1330	⁽⁴⁾ ⁽⁶⁾	I	By Techfund Capital Management II, LLC ⁽³⁾
Series C convertible prefereed stock	⁽⁵⁾	8/8/1988	Common Stock	282	⁽⁴⁾ ⁽⁷⁾	I	By Techfund Capital Management II, LLC ⁽³⁾
Series C-1 convertible preferred stock	⁽⁵⁾	8/8/1988	Common Stock	188	⁽⁴⁾ ⁽⁸⁾	I	By Techfund Capital Management II, LLC ⁽³⁾
Series D convertible preferred stock	⁽⁵⁾	8/8/1988	Common Stock	66006	⁽⁴⁾ ⁽⁷⁾	I	By Techfund Capital Management II, LLC ⁽³⁾

Explanation of Responses:
( 1)	The reporting person disclaims beneficial ownership of the securities except for any pecuniary interest therein.
( 2)	The reporting person disclaims beneficial ownership of the securities except for any pecuniary interest therein.
( 3)	The reporting person disclaims beneficial ownership of the securities except for any pecuniary interest therein.
( 4)	Reflects a 1-for-3 reverse split of the common stock.
( 5)	Immediately
( 6)	1-for-0.6667
( 7)	1-for-0.3333
( 8)	1-for-116.8317

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.