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) 6/29/2005
(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 Trust ⁽¹⁾
Common Stock								16722	I	By TST FBO C Johnson ⁽²⁾
Common Stock								16722	I	By TST FBO M Johnson ⁽³⁾
Common Stock								47333	I	By Welby TST ⁽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. 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	6/29/2005		S			10 ⁽⁵⁾	12/7/2006	4/30/2013	Common Stock	10	$20.33	90330	D
Non-Qualified Stock Option (right to buy)	$0.45	6/29/2005		S			30 ⁽⁵⁾	12/7/2006	4/30/2013	Common Stock	30	$20.35	90300	D
Non-Qualified Stock Option (right to buy)	$0.45	6/29/2005		S			60 ⁽⁵⁾	12/7/2006	4/30/2013	Common Stock	60	$20.37	90240	D
Non-Qualified Stock Option (right to buy)	$0.45	6/29/2005		S			10 ⁽⁵⁾	12/7/2006	4/30/2013	Common Stock	10	$20.39	90230	D
Non-Qualified Stock Option (right to buy)	$0.45	6/29/2005		S			30 ⁽⁵⁾	12/7/2006	4/30/2013	Common Stock	30	$20.4	90200	D
Non-Qualified Stock Option (right to buy)	$0.45	6/29/2005		S			30 ⁽⁵⁾	12/7/2006	4/30/2013	Common Stock	30	$20.42	90170	D
Non-Qualified Stock Option (right to buy)	$0.45	6/29/2005		S			10 ⁽⁵⁾	12/7/2006	4/30/2013	Common Stock	10	$20.43	90160	D
Non-Qualified Stock Option (right to buy)	$0.45	6/29/2005		S			260 ⁽⁵⁾	12/7/2006	4/30/2013	Common Stock	260	$20.45	89900	D
Non-Qualified Stock Option (right to buy)	$0.45	6/29/2005		S			40 ⁽⁵⁾	12/7/2006	4/30/2013	Common Stock	40	$20.47	89860	D
Non-Qualified Stock Option (right to buy)	$0.45	6/29/2005		S			10 ⁽⁵⁾	12/7/2006	4/30/2013	Common Stock	10	$20.53	89850	D
Non-Qualified Stock Option (right to buy)	$0.45	6/29/2005		S			10 ⁽⁵⁾	12/7/2006	4/30/2013	Common Stock	10	$20.55	89840	D
Non-Qualified Stock Option (right to buy)	$0.45	6/29/2005		S			10 ⁽⁵⁾	12/7/2006	4/30/2013	Common Stock	10	$20.63	89830	D
Non-Qualified Stock Option (right to buy)	$0.45	6/29/2005		S			30 ⁽⁵⁾	12/7/2006	4/30/2013	Common Stock	30	$20.64	89800	D
Non-Qualified Stock Option (right to buy)	$0.45	6/29/2005		S			30 ⁽⁵⁾	12/7/2006	4/30/2013	Common Stock	30	$20.65	89770	D
Non-Qualified Stock Option (right to buy)	$0.45	6/29/2005		S			10 ⁽⁵⁾	12/7/2006	4/30/2013	Common Stock	10	$20.66	89760	D
Non-Qualified Stock Option (right to buy)	$0.45	6/29/2005		S			24 ⁽⁵⁾	12/7/2006	4/30/2013	Common Stock	24	$20.7	89736	D
Non-Qualified Stock Option (right to buy)	$0.45	6/29/2005		S			20 ⁽⁵⁾	12/7/2006	4/30/2013	Common Stock	20	$20.71	89716	D
Non-Qualified Stock Option (right to buy)	$0.45	6/29/2005		S			10 ⁽⁵⁾	12/7/2006	4/30/2013	Common Stock	10	$20.72	89706	D
Non-Qualified Stock Option (right to buy)	$0.45	6/29/2005		S			66 ⁽⁵⁾	12/7/2006	4/30/2013	Common Stock	66	$20.73	89640	D
Non-Qualified Stock Option (right to buy)	$0.45	6/29/2005		S			46 ⁽⁵⁾	12/7/2006	4/30/2013	Common Stock	46	$20.74	89594	D
Non-Qualified Stock Option (right to buy)	$0.45	6/29/2005		S			90 ⁽⁵⁾	12/7/2006	4/30/2013	Common Stock	90	$20.75	89504	D
Non-Qualified Stock Option (right to buy)	$0.45	6/29/2005		S			30 ⁽⁵⁾	12/7/2006	4/30/2013	Common Stock	30	$20.76	89474	D
Non-Qualified Stock Option (right to buy)	$0.45	6/29/2005		S			20 ⁽⁵⁾	12/7/2006	4/30/2013	Common Stock	20	$20.77	89454	D
Non-Qualified Stock Option (right to buy)	$0.45	6/29/2005		S			20 ⁽⁵⁾	12/7/2006	4/30/2013	Common Stock	20	$20.91	89434	D
Non-Qualified Stock Option (right to buy)	$0.45	6/29/2005		S			30 ⁽⁵⁾	12/7/2006	4/30/2013	Common Stock	30	$20.95	89404	D
Non-Qualified Stock Option (right to buy)	$0.45	6/29/2005		S			20 ⁽⁵⁾	12/7/2006	4/30/2013	Common Stock	20	$21	89384	D
Non-Qualified Stock Option (right to buy)	$0.45	6/29/2005		S			10 ⁽⁵⁾	12/7/2006	4/30/2013	Common Stock	10	$21.07	89374	D
Non-Qualified Stock Option (right to buy)	$0.45	6/29/2005		S			20 ⁽⁵⁾	12/7/2006	4/30/2013	Common Stock	20	$21.08	89354	D
Non-Qualified Stock Option (right to buy)	$0.45	6/29/2005		S			10 ⁽⁵⁾	12/7/2006	4/30/2013	Common Stock	10	$21.11	89344	D
Non-Qualified Stock Option (right to buy)	$0.45	6/29/2005		S			4 ⁽⁵⁾	12/7/2006	4/30/2013	Common Stock	4	$20.82	89340	D

Explanation of Responses:
( 1)	By Benhall - (A) Annuity Trust dated June 9, 2004.
( 2)	By Johnson Childrens Trust F/B/O Claire Johnson. 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)	By Johnson Childrens Trust F/B/O Matthew Johnson. 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.
( 4)	By Welby - (A) Annuity Trust dated June 9, 2004. 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.
( 5)	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.

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
By: Pulay Mohun, Attorney-in-fact For: Gary Johnson		6/30/2005
^** 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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