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 ^* Johnson Gary	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 __ X __ Officer (give title below) _____ Other (specify below) President and CEO
(Last) (First) (Middle) 70 W. PLUMERIA DRIVE	3. Date of Earliest Transaction (MM/DD/YYYY) 6/1/2005
(Street) SAN JOSE, CA 95134 (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								11833	D
Common Stock								47333	I	By Benhall-(A) Annuity Trust dated June 9, 2004
Common Stock								47333	I	By Welby-(A) Annuity Trust dated June 9, 2004 ⁽¹⁾
Common Stock								16722	I	By Johnson Childrens Trust F/B/O Claire Johnson ⁽²⁾
Common Stock								16722	I	By Johnson Childrens Trust F/B/O Matthew Johnson ⁽²⁾
Common Stock	6/1/2005		S		700 ⁽³⁾	D	$20.49	128764	I	By Johnson Revocable Trust dated October 11, 1999
Common Stock	6/1/2005		S		850 ⁽³⁾	D	$20.44	127914	I	By Johnson Revocable Trust dated October 11, 1999
Common Stock	6/1/2005		S		200 ⁽³⁾	D	$20.46	127714	I	By Johnson Revocable Trust dated October 11, 1999
Common Stock	6/1/2005		S		100 ⁽³⁾	D	$24.47	127614	I	By Johnson Revocable Trust dated October 11, 1999
Common Stock	6/1/2005		S		250 ⁽³⁾	D	$20.48	127364	I	By Johnson Revocable Trust dated October 11, 1999
Common Stock	6/1/2005		S		350 ⁽³⁾	D	$20.55	127014	I	By Johnson Revocable Trust dated October 11, 1999
Common Stock	6/1/2005		S		100 ⁽³⁾	D	$20.61	126914	I	By Johnson Revocable Trust dated October 11, 1999
Common Stock	6/1/2005		S		400 ⁽³⁾	D	$20.65	126514	I	By Johnson Revocable Trust dated October 11, 1999
Common Stock	6/1/2005		S		100 ⁽³⁾	D	$20.67	126414	I	By Johnson Revocable Trust dated October 11, 1999
Common Stock	6/1/2005		S		1100 ⁽³⁾	D	$20.73	125314	I	By Johnson Revocable Trust dated October 11, 1999
Common Stock	6/1/2005		S		400 ⁽³⁾	D	$20.79	124914	I	By Johnson Revocable Trust dated October 11, 1999
Common Stock	6/1/2005		S		200 ⁽³⁾	D	$20.84	124714	I	By Johnson Revocable Trust dated October 11, 1999
Common Stock	6/1/2005		S		200 ⁽³⁾	D	$20.85	124514	I	By Johnson Revocable Trust dated October 11, 1999
Common Stock	6/1/2005		S		350 ⁽³⁾	D	$20.92	124164	I	By Johnson Revocable Trust dated October 11, 1999
Common Stock	6/1/2005		S		550 ⁽³⁾	D	$21.05	123614	I	By Johnson Revocable Trust dated October 11, 1999
Common Stock	6/1/2005		S		92 ⁽³⁾	D	$21.02	123522	I	By Johnson Revocable Trust dated October 11, 1999
Common Stock	6/1/2005		S		158 ⁽³⁾	D	$20.01	123364	I	By Johnson Revocable Trust dated October 11, 1999
Common Stock	6/1/2005		S		350 ⁽³⁾	D	$21.07	123014	I	By Johnson Revocable Trust dated October 11, 1999
Common Stock	6/1/2005		S		350 ⁽³⁾	D	$20.99	122664	I	By Johnson Revocable Trust dated October 11, 1999
Common Stock	6/1/2005		S		800 ⁽³⁾	D	$20.90	121864	I	By Johnson Revocable Trust dated October 11, 1999
Common Stock	6/1/2005		S		105 ⁽³⁾	D	$20.30	121759	I	By Johnson Revocable Trust dated October 11, 1999
Common Stock	6/1/2005		S		45 ⁽³⁾	D	$20.22	121714	I	By Johnson Revocable Trust dated October 11, 1999
Common Stock	6/1/2005		S		100 ⁽³⁾	D	$20.26	121614	I	By Johnson Revocable Trust dated October 11, 1999
Common Stock	6/1/2005		S		150 ⁽³⁾	D	$20.31	121464	I	By Johnson Revocable Trust dated October 11, 1999
Common Stock	6/1/2005		S		50 ⁽³⁾	D	$20.32	121414	I	By Johnson Revocable Trust dated October 11, 1999

*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)

Explanation of Responses:
( 1)	The 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)	The shares are held in a trust for the benefit of the reporting person's children. Joel Silberman is the 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.
( 3)	The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 25, 2005.

Remarks:
1 of 2 Forms 4

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Johnson Gary 70 W. PLUMERIA DRIVE SAN JOSE, CA 95134	X		President and CEO

Signatures
/s/ Pulay Mohun, Attorney-in-fact for Gary Johnson		6/2/2005
^** 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).
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.

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 2nd day of November, 2004.
        /s/ Gary J. Johnson
        Signature
        Gary J. Johnson
        Print Name