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, 2008 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 ^* Kumar Sanjeev	2. Issuer Name and Ticker or Trading Symbol PortalPlayer, Inc. [ PLAY ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __ X __ Officer (give title below) _____ Other (specify below) Chief Operating Officer
(Last) (First) (Middle) 3255 SCOTT BOULEVARD, BLDG. 1	3. Date of Earliest Transaction (MM/DD/YYYY) 5/3/2005
(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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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. Trans. Date	2A. Deemed Execution Date, if any	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	5/3/2005		A ⁽¹⁾		27500	A	⁽¹⁾	345201	D
Common Stock	5/3/2005		A ⁽²⁾		16667	A	⁽²⁾	361868	D

*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. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$16.68	5/3/2005		A		167500		⁽³⁾	5/2/2015	Common Stock	167500	$0	167500	D

Explanation of Responses:
( 1)	Represents shares of restricted stock awarded under the 2004 Stock Incentive Plan. The restricted stock vests as to 20% of the shares on each of the first five anniversaries of the date of grant.
( 2)	Represents shares of restricted stock awarded under the 2004 Stock Incentive Plan. The restricted stock vests as to 100% of the shares on May 3, 2008.
( 3)	The option vests as to 1/48th of the shares monthly over four years.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Kumar Sanjeev 3255 SCOTT BOULEVARD BLDG. 1 SANTA CLARA, CA 95054			Chief Operating Officer

Signatures
/s/ Pulay Mohun, Attorney-in-Fact for Sanjeev Kumar		5/5/2005
^** 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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                                              POWER OF ATTORNEY
       Know all by these presents, that the undersigned hereby constitutes and appoints Svend-Olav Carlsen, Pulay
Mohun, Qing Lu and K.P. Sun, the undersigned's true and lawful attorney-in-fact to:
        (1)     execute for and on behalf of the undersigned, in the undersigned's capacity as an officer,
director and/or more than 10% stockholder of PortalPlayer, Inc.(the "Company"), Forms 3, 4 and 5 (including
amendments thereto) with respect to securities of the Company) in accordance with section 16(a) of the
Securities Exchange Act of 1934 and the rules thereunder;
        (2)     do and perform any and all acts for and on behalf of the undersigned which may be necessary
or desirable to complete and execute any such Form 3, 4 or 5 (or amendments thereto), and timely file such
form with the United States Securities and Exchange Commission and any stock exchange or similar authority;
and
        (3)     take any other action of any type whatsoever in connection with the foregoing which, in the
opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the
undersigned, in connection with filing such Form 3, 4 or 5, it being understood that the documents executed by
such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and
shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's
discretion.
       The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and
every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full
power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or
cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned
acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not
assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with section 16 of the
Securities Exchange Act of 1934, and that this Power of Attorney does not relieve the undersigned from responsibility
for compliance with the undersigned's obligations under the Exchange Act.  The undersigned further acknowledges that
this Power of Attorney authorizes, but does not require, the attorney-in-fact to act in his discretion on information
provided to him without independent verification of such information.
       This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file
Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.
       IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 12th
day of November, 2004.
                                                                  /s/ Sanjeev Kumar
                                                                      Signature
                                                                      Sanjeev Kumar
                                                                      Print Name