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 ^*
Kumar Sanjeev
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)
_____ Director                                _____ 10% Owner
__ X __ Officer (give title below)                _____ Other (specify below)
Chief Operating Officer /

(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 317701 D

Common Stock 33333 I By Sanjeev Kumar 2004 Annuity Trust dated July 27, 2004

Common Stock 33333 I BY Donna K. Kumar 2004 Annuity Trust dated July 27, 2004 ⁽¹⁾

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

Employee Stock Option (right to buy) ⁽⁴⁾ 9/6/2010 Common Stock 300 $450 D

Employee Stock Option (right to buy) ⁽²⁾ 8/2/2012 Common Stock 54240 $0.45 D

Employee Stock Option (right to buy) ⁽³⁾ 1/13/2013 Common Stock 103333 $0.45 D

Explanation of Responses:

( 1) These 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.

( 2) This stock option grant is immediately exercisable as to 14,274 shares and vests monthly thereafter until 12/21/2005.

( 3) This stock option vests on 12/19/2004.

( 4) Immediately.

Reporting Owners

Reporting Owner Name / Address Relationships

Director 10% Owner Officer Other

Kumar Sanjeev
3255 SCOTT BOULEVARD
BLDG. 1
SANTA CLARA, CA 95054

Chief Operating Officer

Signatures

/s/ Sanjeev Kumar 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	317701	D
Common Stock	33333	I	By Sanjeev Kumar 2004 Annuity Trust dated July 27, 2004
Common Stock	33333	I	BY Donna K. Kumar 2004 Annuity Trust dated July 27, 2004 ⁽¹⁾

*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)
Employee Stock Option (right to buy)	⁽⁴⁾	9/6/2010	Common Stock	300	$450	D
Employee Stock Option (right to buy)	⁽²⁾	8/2/2012	Common Stock	54240	$0.45	D
Employee Stock Option (right to buy)	⁽³⁾	1/13/2013	Common Stock	103333	$0.45	D

Explanation of Responses:
( 1)	These 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.
( 2)	This stock option grant is immediately exercisable as to 14,274 shares and vests monthly thereafter until 12/21/2005.
( 3)	This stock option vests on 12/19/2004.
( 4)	Immediately.

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.