SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

THOMAS T PETER

(Last)

(First)

(Middle)

C/O TRANSMETA CORPORATION

2540 MISSION COLLEGE BLVD.

(Street)

SANTA CLARA

95054

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TRANSMETA CORP [ TMTA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/27/2009

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	01/27/2009		D		7,581	D	$19.007	0	D
Common Stock	01/27/2009		D		8,194	D	$19.007	0	I	See footnote⁽¹⁾
Common Stock	01/27/2009		D		378,485	D	$19.007	0	I	See footnote⁽²⁾
Common Stock	01/27/2009		D		24,155	A	$19.007	0	I	See footnote⁽³⁾
Common Stock	01/27/2009		D		1,333	D	$19.007	0	I	See footnote⁽⁴⁾
Common Stock	01/27/2009		D		64,667	D	$19.007	0	I	See footnote⁽⁵⁾
Common Stock	01/27/2009		D		97,500	D	$19.007	0	I	See footnote⁽⁶⁾
Common Stock	01/27/2009		D		1,050	A	$19.007	0	I	See footnote⁽⁷⁾
Common Stock	01/27/2009		D		450	D	$19.007	0	I	See footnote⁽⁸⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Director Stock Option (right to buy)	$15	01/27/2009		D			5,000	⁽⁹⁾	05/09/2015	Common Stock	5,000	$19.007	0	D
Director Stock Option (right to buy)	$11	01/27/2009		D			2,500	⁽⁹⁾	08/01/2017	Common Stock	2,500	$19.007	0	D
Director Stock Option (right to buy)	$14.63	01/27/2009		D			2,500	⁽⁹⁾	09/19/2018	Common Stock	2,500	$19.007	0	D

Explanation of Responses:

1. Shares are held by Institutional Venture Management VI, L.P. T. Peter Thomas and seven other individuals are general partners of Institutional Venture Management VI, L.P. The Reporting Person disclaims beneficial ownership of the shares except to the extent of his pecuniary interest in the shares.

2. Shares are held by Institutional Venture Partners VI, L.P. T. Peter Thomas and seven other individuals are general partners of Institutional Venture Management VI, L.P., which is a general partner of Institutional Venture Partners VI, L.P. The Reporting Person disclaims beneficial ownership of the shares except to the extent of his pecuniary interest in the shares.

3. Shares are held by IVP Founders Fund I, L.P. T. Peter Thomas and seven other individuals are general partners of Institutional Venture Management VI, L.P., which is a general partner of IVP Founders Fund I, L.P. The Reporting Person disclaims beneficial ownership of the shares except to the extent of his pecuniary interest in the shares.

4. Shares are held by Institutional Venture Management VII, L.P. T. Peter Thomas and seven other individuals are general partners of Institutional Venture Management VII, L.P. The Reporting Person disclaims beneficial ownership of the shares except to the extent of his pecuniary interest in the shares.

5. Shares are held by Institutional Venture Partners VII, L.P. T. Peter Thomas and nine other individuals are general partners of Institutional Venture Management VII, L.P., which is a general partner of Institutional Venture Partners VII, L.P. The Reporting Person disclaims beneficial ownership of the shares except to the extent of his pecuniary interest in the shares.

6. Shares are held by Institutional Venture Partners VIII, L.P. T. Peter Thomas and ten other individuals are general partners of Institutional Venture Management VIII, L.P., which is a general partner of Institutional Venture Partners VIII, L.P. The Reporting Person disclaims beneficial ownership of the shares except to the extent of his pecuniary interest in the shares.

7. Shares are held by IVM Investment Fund VIII, LLC. T. Peter Thomas and ten other individuals are general partners of Institutional Venture Management VIII, L.P., which is a general partner of IVM Investment Fund VIII, LLC. The Reporting Person disclaims beneficial ownership of the shares except to the extent of his pecuniary interest in the shares.

8. Shares are held by IVM Investment Fund VIII-A, LLC. T. Peter Thomas and ten other individuals are general partners of Institutional Venture Management VIII, L.P., which is a general partner of IVM Investment Fund VIII-A, LLC. The Reporting Person disclaims beneficial ownership of the shares except to the extent of his pecuniary interest in the shares.

9. As a result of the acquisition of Transmeta Corporation by Novafora, Inc. on January 27, 2009, each outstanding option to purchase shares of Transmeta common stock with an exercise price less than $19.007 per share, to the extent vested and exercisable, was converted into the right to receive a cash payment equal to the product obtained by multiplying (1) the difference between $19.007 and the per share exercise price of such option, by (2) the number of vested shares of Transmeta common stock underlying such option.

	T. Peter Thomas by John O'Hara Horsley, Attorney in Fact	01/29/2009
	** 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 Number.