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^*

GERZBERG LEVY

(Last)

(First)

(Middle)

1390 KIFER ROAD

(Street)

SUNNYVALE

94086

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ZORAN CORP \DE\ [ ZRAN ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/31/2011

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	08/31/2011		D		206,168	D	⁽¹⁾	0	D

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)
Stock Option (right to buy)	$8.63	08/31/2011		D			350,000	⁽²⁾	⁽⁴⁾	Common Stock	350,000	⁽³⁾	0	D
Stock Option (right to buy)	$9.86	08/31/2011		D			200,500	⁽⁵⁾	⁽⁴⁾	Common Stock	200,500	⁽³⁾	0	D
Stock Option (right to buy)	$8.94	08/31/2011		D			262,500	⁽⁵⁾	⁽⁴⁾	Common Stock	262,500	⁽³⁾	0	D
Stock Option (right to buy)	$14.69	08/31/2011		D			42,375	⁽⁵⁾	⁽⁴⁾	Common Stock	42,375	⁽³⁾	0	D
Stock Option (right to buy)	$14.21	08/31/2011		D			115,000	⁽⁵⁾	⁽⁴⁾	Common Stock	115,000	⁽³⁾	0	D
Stock Option (right to buy)	$19.78	08/31/2011		D			100,000	⁽⁵⁾	⁽⁴⁾	Common Stock	100,000	⁽³⁾	0	D
Stock Option (right to buy)	$14.69	08/31/2011		D			178,125	⁽⁵⁾	⁽⁴⁾	Common Stock	178,125	⁽³⁾	0	D
Stock Option (right to buy)	$13.59	08/31/2011		D			180,000	⁽⁵⁾	⁽⁴⁾	Common Stock	180,000	⁽³⁾	0	D
Stock Option (right to buy)	$24.78	08/31/2011		D			15,572	⁽⁵⁾	⁽⁴⁾	Common Stock	15,572	⁽³⁾	0	D
Stock Option (right to buy)	$24.78	08/31/2011		D			304,679	⁽⁵⁾	⁽⁴⁾	Common Stock	304,679	⁽³⁾	0	D

Explanation of Responses:

1. Disposed of pursuant to the Amended and Restated Agreement and Plan of Merger between Issuer, CSR plc ("CSR") and Zeiss Merger Sub, Inc. ("Merger Sub"), dated July 16, 2011 (the "Merger Agreement"), in exchange for a combination of (a) $6.26 in cash, without interest, (b) 0.14725 of an American Depositary Share of CSR ("CSR ADS"), and (c) cash payable in lieu of any fractional CSR ADS for each share of Issuer's common stock. The closing sales price of CSR ADSs on The NASDAQ Stock Market on the effective date of the merger was $14.70 per ADS.

2. The stock options will vest at a rate of 25% on the first anniversary of May 10, 2011 and in 36 equal increments over the 36 months thereafter.

3. Pursuant to the Merger Agreement, the stock options were assumed by CSR and converted into options for CSR ADSs at a ratio of 0.5824 CSR ADSs for each share of Zoran common stock subject to the option (the "Exchange Ratio"), with the exercise price per share for each CSR ADS being the quotient of the exercise price per share for the stock option divided by the Exchange Ratio.

4. All options of Reporting Person are exercisable (to the extent vested) until the earlier of ten years after the grant date of the option or his acceptance of a senior executive management level position with another entity other than the Issuer or CSR.

5. All options other than the May 10, 2011 grant are fully vested.

	/s/ Levy Gerzberg	09/02/2011
	** 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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