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 ^* SANQUINI RICHARD L	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) 70 W. PLUMERIA DR.	3. Date of Earliest Transaction (MM/DD/YYYY) 6/27/2005
(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	6/27/2005		S		500 ⁽¹⁾	D	$20.02	160039	D
Common Stock	6/27/2005		S		500 ⁽¹⁾	D	$20.14	159539	D
Common Stock	6/27/2005		S		1500 ⁽¹⁾	D	$20.17	158039	D
Common Stock	6/27/2005		S		800 ⁽¹⁾	D	$20.18	157239	D
Common Stock	6/27/2005		S		700 ⁽¹⁾	D	$20.19	156539	D
Common Stock	6/27/2005		S		400 ⁽¹⁾	D	$20.2	156139	D
Common Stock	6/27/2005		S		500 ⁽¹⁾	D	$20.21	155639	D
Common Stock	6/27/2005		S		500 ⁽¹⁾	D	$20.23	155139	D
Common Stock	6/27/2005		S		100 ⁽¹⁾	D	$20.25	155039	D
Common Stock	6/27/2005		S		1500 ⁽¹⁾	D	$20.27	153539	D
Common Stock	6/27/2005		S		400 ⁽¹⁾	D	$20.28	153139	D
Common Stock	6/27/2005		S		1000 ⁽¹⁾	D	$20.29	152139	D
Common Stock	6/27/2005		S		600 ⁽¹⁾	D	$20.32	151539	D
Common Stock	6/27/2005		S		700 ⁽¹⁾	D	$20.34	150839	D
Common Stock	6/27/2005		S		300 ⁽¹⁾	D	$20.35	150539	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)
Non-Qualified Stock Option (right to buy)	$0.45							⁽²⁾	1/26/2014	Common Stock	33333		33333	D
Non-Qualified Stock Option (right to buy)	$22.5							⁽²⁾	12/8/2009	Common Stock	133		133	D
Non-Qualified Stock Option (right to buy)	$450							⁽²⁾	8/10/2010	Common Stock	33		33	D
Non-Qualified Stock Option (right to buy)	$675							⁽²⁾	12/20/2010	Common Stock	45		45	D
Series C Convertible Preferred	⁽³⁾							⁽²⁾	8/8/1988	Common Stock	133		133	D

Explanation of Responses:
( 1)	The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 27, 2005.
( 2)	Immediately
( 3)	Reflects a 1-for-3 reverse split of the common stock. 1-for-0.3333

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SANQUINI RICHARD L 70 W. PLUMERIA DR. SAN JOSE, CA 95134	X

Signatures
By: Pulay Mohun, Attorney-in-fact For: Richard Sanquini		6/29/2005
^** 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.
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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 27th day of June, 2005.
                /s/ Richard L. Sanquini
                Signature
                Richard L. Sanquini
                Print Name