Schedule 13G

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Qm2/0Onh+ed8ArG4CncwVRGlEXxOANw1vUuz7R8Tzk9J+h5mzdJE6zrgY3zQGiZi aAzXjM564klN+1vNZQlaPA== 0001193125-04-020873.txt : 20040212 0001193125-04-020873.hdr.sgml : 20040212 20040212120735 ACCESSION NUMBER: 0001193125-04-020873 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040212 GROUP MEMBERS: BATTERY CONVERGENCE PARTNERS, LLC GROUP MEMBERS: BATTERY INVESTMENT PARTNERS V, LLC GROUP MEMBERS: BATTERY PARTNERS V, LLC GROUP MEMBERS: BATTERY VENTURES CONVERGENCE FUND, L.P. GROUP MEMBERS: HOWARD ANDERSON GROUP MEMBERS: KENNETH P. LAWLER GROUP MEMBERS: OLIVER D. CURME GROUP MEMBERS: RICHARD D. FRISBIE GROUP MEMBERS: THOMAS J. CROTTY GROUP MEMBERS: TODD A. DAGRES SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SIGMATEL INC CENTRAL INDEX KEY: 0001043639 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 742691412 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-79568 FILM NUMBER: 04589215 BUSINESS ADDRESS: STREET 1: 3815 SOUTH CAPITAL OF TEXAS HIGHWAY STREET 2: SUITE 300, BUILDING 3 CITY: AUSTIN STATE: TX ZIP: 78704 BUSINESS PHONE: 512-381-3700 MAIL ADDRESS: STREET 1: 3815 SOUTH CAPITAL OF TEXAS HWY STREET 2: SUITE 300 BLDG 3 CITY: AUSTIN STATE: TX ZIP: 78704 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BATTERY VENTURES V LP CENTRAL INDEX KEY: 0001084898 IRS NUMBER: 043459488 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 20 WILLIAM STREET CITY: WELLESLEY STATE: MA ZIP: 02841 BUSINESS PHONE: 7815771000 MAIL ADDRESS: STREET 1: 20 WILLIAM STREET CITY: WELLESLEY STATE: MA ZIP: 02841 SC 13G 1 dsc13g.htm SCHEDULE 13G Schedule 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

Sigmatel, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

82661W107

(CUSIP Number)

December 31, 2003

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 82661W107		13G		Page 2 of 21 Pages



1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Battery Ventures V, L.P. 04-3459488

2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨

3		SEC USE ONLY

4		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware limited partnership

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5 SOLE VOTING POWER

- 0 - shares

6 SHARED VOTING POWER

6,216,275

7 SOLE DISPOSITIVE POWER

- 0 - shares

8 SHARED DISPOSITIVE POWER

6,216,275


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,216,275 shares

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 18.1%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

Page 2 of 21 pages


CUSIP No. 82661W107		13G		Page 3 of 21 Pages



1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Battery Partners V, LLC 04-3459484

2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨

3		SEC USE ONLY

4		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware limited liability company

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5 SOLE VOTING POWER

- 0 - shares

6 SHARED VOTING POWER

6,216,275

7 SOLE DISPOSITIVE POWER

- 0 - shares

8 SHARED DISPOSITIVE POWER

6,216,275


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,216,275 shares

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 18.1%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

Page 3 of 21 pages


CUSIP No. 82661W107		13G		Page 4 of 21 Pages



1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Battery Investment Partners V, LLC 04-3459482

2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨

3		SEC USE ONLY

4		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware limited liability company

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5 SOLE VOTING POWER

- 0 - shares

6 SHARED VOTING POWER

6,216,275

7 SOLE DISPOSITIVE POWER

- 0 - shares

8 SHARED DISPOSITIVE POWER

6,216,275


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,216,275 shares

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 18.1%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

Page 4 of 21 pages


CUSIP No. 82661W107		13G		Page 5 of 21 Pages



1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Battery Ventures Convergence Fund, L.P. 04-3460824

2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨

3		SEC USE ONLY

4		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware limited partnership

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5 SOLE VOTING POWER

- 0 - shares

6 SHARED VOTING POWER

6,216,275

7 SOLE DISPOSITIVE POWER

- 0 - shares

8 SHARED DISPOSITIVE POWER

6,216,275


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,216,275 shares

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 18.1%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

Page 5 of 21 pages


CUSIP No. 82661W107		13G		Page 6 of 21 Pages



1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Battery Convergence Partners, LLC 04-3460241

2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨

3		SEC USE ONLY

4		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware limited liability company

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5 SOLE VOTING POWER

- 0 - shares

6 SHARED VOTING POWER

6,216,275

7 SOLE DISPOSITIVE POWER

- 0 - shares

8 SHARED DISPOSITIVE POWER

6,216,275


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,216,275 shares

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 18.1%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

Page 6 of 21 pages


CUSIP No. 82661W107		13G		Page 7 of 21 Pages



1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Richard D. Frisbie

2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨

3		SEC USE ONLY

4		CITIZENSHIP OR PLACE OF ORGANIZATION USA

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5 SOLE VOTING POWER

- 0 - shares

6 SHARED VOTING POWER

6,216,275

7 SOLE DISPOSITIVE POWER

- 0 - shares

8 SHARED DISPOSITIVE POWER

6,216,275


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,216,275 shares

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 18.1%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

Page 7 of 21 pages


CUSIP No. 82661W107		13G		Page 8 of 21 Pages



1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Howard Anderson

2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨

3		SEC USE ONLY

4		CITIZENSHIP OR PLACE OF ORGANIZATION USA

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5 SOLE VOTING POWER

- 0 - shares

6 SHARED VOTING POWER

6,216,275

7 SOLE DISPOSITIVE POWER

- 0 - shares

8 SHARED DISPOSITIVE POWER

6,216,275


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,216,275 shares

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 18.1%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

Page 8 of 21 pages


CUSIP No. 82661W107		13G		Page 9 of 21 Pages



1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Oliver D. Curme

2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨

3		SEC USE ONLY

4		CITIZENSHIP OR PLACE OF ORGANIZATION USA

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5 SOLE VOTING POWER

- 0 - shares

6 SHARED VOTING POWER

6,216,275

7 SOLE DISPOSITIVE POWER

- 0 - shares

8 SHARED DISPOSITIVE POWER

6,216,275


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,216,275 shares

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 18.1%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

Page 9 of 21 pages


CUSIP No. 82661W107		13G		Page 10 of 21 Pages



1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Thomas J. Crotty

2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨

3		SEC USE ONLY

4		CITIZENSHIP OR PLACE OF ORGANIZATION USA

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5 SOLE VOTING POWER

- 0 - shares

6 SHARED VOTING POWER

6,216,275

7 SOLE DISPOSITIVE POWER

- 0 - shares

8 SHARED DISPOSITIVE POWER

6,216,275


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,216,275 shares

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 18.1%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

Page 10 of 21 pages


CUSIP No. 82661W107		13G		Page 11 of 21 Pages



1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Kenneth P. Lawler

2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨

3		SEC USE ONLY

4		CITIZENSHIP OR PLACE OF ORGANIZATION USA

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5 SOLE VOTING POWER

- 0 - shares

6 SHARED VOTING POWER

6,216,275

7 SOLE DISPOSITIVE POWER

- 0 - shares

8 SHARED DISPOSITIVE POWER

6,216,275


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,216,275 shares

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 18.1%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

Page 11 of 21 pages


CUSIP No. 82661W107		13G		Page 12 of 21 Pages



1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Todd A. Dagres

2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨

3		SEC USE ONLY

4		CITIZENSHIP OR PLACE OF ORGANIZATION USA

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5 SOLE VOTING POWER

- 0 - shares

6 SHARED VOTING POWER

6,216,275

7 SOLE DISPOSITIVE POWER

- 0 - shares

8 SHARED DISPOSITIVE POWER

6,216,275


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,216,275 shares

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 18.1%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

Page 12 of 21 pages

Item 1 (a).

Name of Issuer:

Sigmatel, Inc.

Item 1 (b).

Address of Issuer’s Principal Executive Offices:

3815 South Capital of Texas Highway, Building 3, Suite 300, Austin, TX 78704

Item 2 (a).

Name of Person Filing:

Battery Ventures V, L.P. (“Battery Ventures”), Battery Partners V, LLC (“Battery Partners”), Battery Investment Partners V, LLC, (“Battery Investment Partners”), Battery Ventures Convergence Fund, L.P. (“Convergence Fund”), Battery Convergence Partners, LLC (“Convergence Partners”), Richard D. Frisbie (“Frisbie”), Howard Anderson (“Anderson”), Oliver D. Curme (“Curme”), Thomas J. Crotty (“Crotty”), Kenneth P. Lawler (“Lawler”) and Todd A. Dagres (“Dagres”). Frisbie, Curme, Crotty, Lawler and Dagres are the sole managing members of Battery Partners, the sole general partner of Battery Ventures. Battery Investment Partners invests alongside Battery Ventures in all investments made by Battery Ventures. Frisbie, Curme and Crotty are the sole managers of Battery Investment Partners. Frisbie, Anderson, Curme, Crotty, Lawler and Dagres are the sole managing members of Convergence Partners, the sole general partner of Convergence Fund. Convergence Fund has invested alongside Battery Ventures in all investments made by Battery Ventures.

Item 2 (b).

Address of Principal Business Office or, if none, Residence:

The address of the principal business office of each of Battery Ventures, Battery Partners, Battery Investment Partners, Convergence Fund, Convergence Partners, Frisbie, Anderson, Curme, Crotty, Lawler and Dagres is c/o Battery Ventures, 20 William Street, Wellesley, MA 02481.

Item 2 (c).

Citizenship:

Messrs. Frisbie, Anderson, Curme, Crotty, Lawler and Dagres are United States citizens. Battery Ventures and Convergence Fund are limited partnerships organized under the laws of the State of Delaware. Battery Partners, Battery Investment Partners and Convergence Partners are limited liability companies organized under the laws of the State of Delaware.

Item 2 (d).

Title of Class of Securities:

Common Stock, $0.0001 par value per share

Item 2 (e).

CUSIP Number

82661W107

Item 3.

If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b), check whether the person filing is a:

(a) ¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b) ¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(d) ¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e) ¨ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f) ¨ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

Page 13 of 21 pages

(g) ¨ A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h) ¨ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i) ¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j) ¨ Group, in accordance with §240.13d-1(b)(1)(ii)(J).

NOT APPLICABLE

Item 4.

Ownership:

(a)

Amount Beneficially Owned:

Battery Ventures owns beneficially and of record 5,600,069 shares of Common Stock of Sigmatel, Inc. as of December 31, 2003. Battery Investment Partners, which invests alongside Battery Ventures in all investments made by Battery Ventures, owns beneficially and of record 126,220 shares of Common Stock of Sigmatel, Inc. as of December 31, 2003. Convergence Fund, which has invested alongside Battery Ventures in all investments made by Battery Ventures, owns beneficially and of record 489,986 shares of Common Stock of Sigmatel, Inc. as of December 31, 2003. Battery Ventures, Battery Investment Partners and Convergence Fund may each be deemed to own beneficially the shares of Common Stock of Sigmatel, Inc. held by the other as of December 31, 2003. Battery Partners, the sole general partner of Battery Ventures, may be deemed to own beneficially the shares of Common Stock beneficially owned by Battery Ventures as of December 31, 2003. Convergence Partners, the sole general partner of Convergence Fund, may be deemed to own beneficially the shares of Common Stock beneficially owned by Convergence Fund as of December 31, 2003. Frisbie, Curme and Crotty are the sole managers of Battery Investment Partners, Frisbie, Curme, Crotty, Lawler and Dagres are the sole managing members of Battery Partners, and Frisbie, Anderson, Curme, Crotty, Lawler and Dagres are the sole managing members of Convergence Partners and each therefore may be deemed to own beneficially the shares beneficially owned by Battery Investment Partners, Battery Ventures and Convergence Fund, respectively, as of December 31, 2003. Each of Battery Partners, Battery Investment Partners, Convergence Fund, Convergence Partners, Frisbie, Anderson, Curme, Crotty, Lawler and Dagres disclaims beneficial ownership of the shares held of record by Battery Ventures, except to the extent of their respective proportionate pecuniary interests therein. Each of Battery Ventures, Battery Partners, Convergence Fund, Convergence Partners, Frisbie, Anderson, Curme, Crotty, Lawler and Dagres disclaims beneficial ownership of the shares held of record by Battery Investment Partners, except to the extent of their respective proportionate pecuniary interests therein. Each of Battery Ventures, Battery Partners, Battery Investment Partners, Convergence Partners, Frisbie, Anderson, Curme, Crotty, Lawler and Dagres disclaims beneficial ownership of the shares held of record by Convergence Fund, except to the extent of their respective proportionate pecuniary interests therein.

(b)

Percent of Class:

Each of Battery Ventures, Battery Partners, Battery Investment Partners, Convergence Fund, Convergence Partners 18.1% of the Common Stock of Sigmatel, Inc. The percentages are based on the 34,174,135 shares of Common Stock reported to be outstanding on October 15, 2003 in the Sigmatel, Inc. Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.

Page 14 of 21 pages

(c)

Number of Shares as to which such person has:

(i)

sole power to vote or direct the vote: Battery Ventures: 0; Battery Partners: 0; Battery Investment Partners: 0; Convergence Fund: 0; Convergence Partners: 0; Frisbie: 0; Anderson: 0; Curme: 0; Crotty: 0; Lawler: 0; and Dagres: 0.

(ii)

shared power to vote or to direct the vote: Battery Ventures: 6,216,275; Battery Partners: 6,216,275; Battery Investment Partners: 6,216,275; Convergence Fund: 6,216,275; Convergence Partners: 6,216,275; Frisbie: 6,216,275; Anderson: 6,216,275; Curme 6,216,275; Crotty: 6,216,275; Lawler 6,216,275; and Dagres 6,216,275.

(iii)

sole power to dispose or to direct the disposition of: Battery Ventures: 0; Battery Partners: 0; Battery Investment Partners: 0; Convergence Fund: 0; Convergence Partners: 0; Frisbie: 0; Anderson: 0; Curme: 0; Crotty: 0; Lawler: 0; and Dagres: 0.

(iv)

shared power to dispose or to direct the disposition of: Battery Ventures: 6,216,275; Battery Partners: 6,216,275; Battery Investment Partners: 6,216,275; Convergence Fund: 6,216,275; Convergence Partners: 6,216,275; Frisbie: 6,216,275; Anderson: 6,216,275; Curme: 6,216,275; Crotty: 6,216,275; Lawler 6,216,275; and Dagres 6,216,275.

Item (5).

Ownership of Five Percent or Less of a Class:

NOT APPLICABLE.

Item (6).

Ownership of More than Five Percent On Behalf of Another Person:

NOT APPLICABLE.

Item (7).

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Company:

NOT APPLICABLE.

Item (8).

Identification and Classification of Members of the Group:

NOT APPLICABLE.

Item (9).

Notice of Dissolution of Group:

NOT APPLICABLE.

Item (10).

Certification:

NOT APPLICABLE.

Not filed pursuant to Rule 13d-1(b).

Page 15 of 21 pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 11, 2004

BATTERY VENTURES V, L.P.

By:

BATTERY PARTNERS V, LLC

By:

/s/ Thomas J. Crotty

Managing Member

BATTERY PARTNERS V, LLC

By:

/s/ Thomas J. Crotty

Managing Member

BATTERY INVESTMENT PARTNERS V, LLC

By:

/s/ Thomas J. Crotty

Manager

BATTERY VENTURES CONVERGENCE FUND, L.P.

By:

BATTERY CONVERGENCE PARTNERS, LLC

By:

/s/ Thomas J. Crotty

Managing Member

BATTERY CONVERGENCE PARTNERS, LLC

By:

/s/ Thomas J. Crotty

Managing Member

Richard D. Frisbie

Howard Anderson

Oliver D. Curme

/s/ Thomas J. Crotty

Thomas J. Crotty

Page 16 of 21 pages


*
Kenneth P. Lawler

*
Todd A. Dagres


*By:		/s/ Thomas J. Crotty
Name:		Thomas J. Crotty
		Attorney-in-Fact

This Agreement was executed pursuant to a Power of Attorney which is incorporated herein by reference and a copy of which is attached hereto as Exhibit II.

Page 17 of 21 pages

EXHIBIT I

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required on Schedule 13G need be filed with respect to ownership by each of the undersigned of shares of Common Stock of Sigmatel, Inc.

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.

Dated: February 11, 2004

BATTERY VENTURES V, L.P.

By:

BATTERY PARTNERS V, LLC

By:

/s/ Thomas J. Crotty

Managing Member

BATTERY PARTNERS V, LLC

By:

/s/ Thomas J. Crotty

Managing Member

BATTERY INVESTMENT PARTNERS V, LLC

By:

/s/ Thomas J. Crotty

Manager

BATTERY VENTURES CONVERGENCE FUND, L.P.

By:

BATTERY CONVERGENCE PARTNERS, LLC

By:

/s/ Thomas J. Crotty

Managing Member

BATTERY CONVERGENCE PARTNERS, LLC

By:

/s/ Thomas J. Crotty

Managing Member

Richard D. Frisbie

Howard Anderson

Oliver D. Curme

/s/ Thomas J. Crotty

Thomas J. Crotty

Page 18 of 21 pages


*
Kenneth P. Lawler

*
Todd A. Dagres


*By:		/s/ Thomas J. Crotty
Name:		Thomas J. Crotty
		Attorney-in-Fact

This Agreement was executed pursuant to a Power of Attorney which is incorporated herein by reference and a copy of which is attached hereto as Exhibit II.

Page 19 of 21 pages

Exhibit II

POWER OF ATTORNEY

KNOW ALL MEN AND WOMEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Oliver D. Curme, Richard D. Frisbie, Thomas J. Crotty, Christopher Hanson, Christopher C. Schiavo, Howard S. Rosenblum and Kimberley J. Kaplan-Gross, and any one of them, with full power to act without the other, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead, until revoked in writing, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed in any and all capacities, including but not limited to his capacity as a general partner of Battery Partners III, L.P., in his capacity as a member manager of Battery Partners IV, LLC, or in his capacity as a managing member of Battery Partners V, LLC, Battery Convergence Partners, LLC, or Battery Partners VI, LLC, with respect to securities held by such signatory as a result of his relationship with any of the foregoing entities or with Battery Ventures III, L.P., Battery Ventures IV, L.P., Battery Ventures V, L.P., Battery Ventures Convergence Fund, L.P. or Battery Ventures VI, L.P., pursuant to Section 13 or 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any and all regulations promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the By-laws of the National Association of Securities Dealers, Inc., granting unto said attorneys-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate, fully to all intents and purposes as he might or could do in person, thereby ratifying and confirming all that said attorneys-in-fact, or their substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 30^th day of June, 2003.



/s/ Richard D. Frisbie
Richard D. Frisbie

/s/ Howard Anderson
Howard Anderson

/s/ Oliver D. Curme
Oliver D. Curme

/s/ Thomas J. Crotty
Thomas J. Crotty

/s/ Kenneth P. Lawler
Kenneth P. Lawler

Page 20 of 21 pages


/s/ Todd A. Dagres
Todd A. Dagres

/s/ Morgan M. Jones
Morgan M. Jones

/s/ Ravi Mohan
Ravi Mohan

/s/ Mark H. Sherman
Mark H. Sherman

/s/ Scott R. Tobin
Scott R. Tobin

/s/ R. David Tabors
R. David Tabors

Page 21 of 21 pages

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