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

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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^*

RILEY BRYANT R

(Last)

(First)

(Middle)

11100 SANTA MONICA BLVD., SUITE 810

(Street)

LOS ANGELES

US 90025

(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)
12/03/2008

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

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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								1,000	I	Footnote 1⁽¹⁾
Common Stock	12/03/2008		P		11,640	D	$18.0614	1,074,292	I	Footnote 2⁽²⁾
Common Stock	12/03/2008		P		9,658	D	$17.9741	0	I	Footnote 3⁽³⁾
Common Stock	12/04/2008		P		3,898	D	$17.9022	1,070,394	I	Footnote 2⁽²⁾
Common Stock	12/05/2008		P		93,723	D	$17.8597	976,671	I	Footnote 2⁽²⁾

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)	$14.92							⁽⁴⁾	09/17/2018	Common Stock	10,000		10,000	D

1. Name and Address of Reporting Person^*

RILEY BRYANT R

(Last)

(First)

(Middle)

11100 SANTA MONICA BLVD., SUITE 810

(Street)

LOS ANGELES

US 90025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Riley Investment Management LLC

(Last)

(First)

(Middle)

11100 SANTA MONICA BLVD., SUITE 810

(Street)

LOS ANGELES

US 90025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Sole equity owner of Riley Investment Management LLC, general partner of Riley Investment Partners Master Fund, L.P.

2. Sole equity owner of Riley Investment Management LLC, investment advisor to managed accounts, some of which are indirectly affiliated with Mr. Riley or Riley Investment Partners Master Fund, L.P.

3. Sole indirect equity owner of B. Riley and Co., LLC, including managed accounts with which it is indirectly affiliated.

4. Mr. Riley was elected to the Issuer's Board of Directors on September 18, 2008, on which date the Issuer granted him this standard initial stock option in accordance with the Issuer's 2000 Equity Incentive Plan and policies regarding compensation of its non-employee directors. The option vests over three years at a rate of one-third of the total shares on the first anniversary of the date of grant, and 2.77778% of the total shares each month thereafter, so long as the non-employee director continues to provide services to the Issuer as a director or consultant. In the event of the Issuer's dissolution, liquidation or change in control, each of these options will vest and be exercisable in full.

	/s/ Bryant Riley	12/05/2008
	** 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).
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