SEC Filing - Portal Player, Inc.

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 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(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* Spiegel Thomas	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 _____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle) 3255 SCOTT BOULEVARD, BLDG. 1	3. Date of Earliest Transaction (MM/DD/YYYY) 11/24/2004
(Street) SANTA CLARA, CA 95054 (City) (State) (Zip)	4. 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Transaction Date (MM/DD/YYYY)	2A. Deemed Execution Date, if any (MM/DD/YYYY)	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)
1.Title of Security (Instr. 3)	2. Transaction Date (MM/DD/YYYY)	2A. Deemed Execution Date, if any (MM/DD/YYYY)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								234869	I	By Thomas Spiegel 1982 Trust
Common Stock	11/24/2004		C		278293	A	$0	0	D
Common Stock	11/24/2004		C		304730	A	$0	0	D
Common Stock	11/24/2004		C		354401	A	$0	937424	I	By Portal Partners ⁽²⁾
Common Stock	11/24/2004		C		620	A	$0	0	D
Common Stock	11/24/2004		C		140813	A	$0	0	D
Common Stock	11/24/2004		C		352035	A	$0	493468	I	By Spiegel Living Trust dated January 13, 2000
Common Stock	11/24/2004		C		775	A	$0	0	D
Common Stock	11/24/2004		C		176016	A	$0	176791	I	By SBTR, LLC ⁽³⁾
Common Stock	11/24/2004		C		154	A	$0	0	D
Common Stock	11/24/2004		C		35203	A	$0	35357	I	By Music Trust dated May 25, 1999 ⁽⁴⁾

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

1. Title of Derivate Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (MM/DD/YYYY)

3A. Deemed Execution Date, if any (MM/DD/YYYY)

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

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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series C-1 convertible preferred stock

⁽¹⁾ ⁽⁶⁾

11/24/2004

2382

⁽⁵⁾

8/8/1988

Common Stock

278293 ⁽¹⁾

By Portal Partners ⁽²⁾

Series D convertible preferred stock

⁽¹⁾ ⁽⁷⁾

11/24/2004

914190

⁽⁵⁾

8/8/1988

Common Stock

304730 ⁽¹⁾

By Portal Partners ⁽²⁾

Series E convertible preferred stock

⁽¹⁾ ⁽⁷⁾

11/24/2004

1063203

⁽⁵⁾

8/8/1988

Common Stock

354401 ⁽¹⁾

By Portal Partners ⁽²⁾

Series B convertible preferred stock

⁽¹⁾ ⁽⁸⁾

11/24/2004

931

⁽⁵⁾

8/8/1988

Common Stock

620 ⁽¹⁾

By Spiegel Living Trust dated January 13, 2000

Series B-1 convertible preferred stock

⁽¹⁾ ⁽⁹⁾

11/24/2004

1064

⁽⁵⁾

8/8/1988

Common Stock

140813 ⁽¹⁾

By Spiegel Living Trust dated January 13, 2000

Series E convertible preferred stock

⁽¹⁾ ⁽⁷⁾

11/24/2004

1056105

⁽⁵⁾

8/8/1988

Common Stock

352035 ⁽¹⁾

By Spiegel Living Trust dated January 13, 2000

Series B convertible preferred stock

⁽¹⁾ ⁽⁸⁾

11/24/2004

1163

⁽⁵⁾

8/8/1988

Common Stock

775 ⁽¹⁾

By SBTR, LLC ⁽³⁾

Series B-1 convertible preferred stock

⁽¹⁾ ⁽⁹⁾

11/24/2004

1330

⁽⁵⁾

8/8/1988

Common Stock

176016 ⁽¹⁾

By SBTR, LLC ⁽³⁾

Series B convertible preferred stock

⁽¹⁾ ⁽⁸⁾

11/24/2004

232

⁽⁵⁾

8/8/1988

Common Stock

154 ⁽¹⁾

By Music Trust dated May 25, 1999 ⁽⁴⁾

Series B-1 convertible preferred stock

⁽¹⁾ ⁽⁹⁾

11/24/2004

266

⁽⁵⁾

8/8/1988

Common Stock

35203 ⁽¹⁾

By Music Trust dated May 25, 1999 ⁽⁴⁾

Explanation of Responses:
( 1)	Reflects 1-for-3 reverse split of the common stock.
( 2)	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 securities except to the extent of any pecuniary interest therein.
( 3)	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 except to the extent of any pecuniary interest therein.
( 4)	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)	Immediately.
( 6)	1-for116.8317
( 7)	1-for-0.3333
( 8)	1-for-0.6667
( 9)	1-for-132.3432

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Spiegel Thomas 3255 SCOTT BOULEVARD BLDG. 1 SANTA CLARA, CA 95054	X

Signatures
/s/ Thomas Spiegel		11/24/2004
^** 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 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).
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