Download:   [PDF]   [RTF]    
PortalPlayer, Inc. (Form: 4, Received: 01/05/2006 19:23:52)
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)

1/3/2006
(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)
Code V Amount (A) or (D) Price
Common Stock   1/3/2006     M    7209   A $0.45   69042   D    
Common Stock   1/3/2006     S    7209   (1) D $28.5883   61833   D    
Common Stock   1/3/2006     M    2791   A $16.68   64624   D    
Common Stock   1/3/2006     S    2791   (1) D $28.5883   61833   D    
Common Stock   1/5/2006     M    10000   A $0.45   71833   D    
Common Stock   1/5/2006     S    10000   (1) D $29.7183   61833   D    
Common Stock                  31553   I   By Benhall Trust   (2)
Common Stock                  11167   I   By TST FBO C Johnson   (3)
Common Stock                  11167   I   By TST FBO M Johnson   (4)
Common Stock                  31553   I   By Welby TST   (5)

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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Incentive Stock Option (right to buy)   $0.45   1/3/2006     M        7209    12/7/2003   4/30/2013   Common Stock   7209   $0   587315   D    
Incentive Stock Option (right to buy)   $0.45   1/5/2006     M        10000    12/7/2003   4/30/2013   Common Stock   10000   $0   577315   D    
Non-Qualified Stock Option (right to buy)   $16.68   1/3/2006     M        2791      (6) 5/2/2015   Common Stock   2791   $0   15834   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 August 26, 2005.
( 2)  By Benhall - (A) Annuity Trust dated June 9, 2004.
( 3)  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.
( 4)  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.
( 5)  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.
( 6)  The option vests as to 1/48th of the shares monthly over four years.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Johnson Gary
70 W. PLUMERIA DRIVE
SAN JOSE, CA 95134 		X
President and CEO
Signatures
By: Pulay Mohun, Attourney-in-fact For: Gary Johnson 1/5/2006
** 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.

End of Filing
Powered By: EDGAR Online, Inc.
© 2006 | EDGAR Online, Inc.

Powered by EDGAR Online.