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^*

ELMORE WILLIAM B

(Last)

(First)

(Middle)

70 WILLOW ROAD, SUITE 200

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ATHEROS COMMUNICATIONS INC [ ATHR ]

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)
11/09/2004

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	11/09/2004	11/09/2004	S		10,400	D	$10.5444	97,218	I	By The Elmore Living Trust⁽¹⁾
Common Stock								2,833,785	I	By Foundation Capital II, L.P.⁽²⁾
Common Stock								237,562	I	By Foundation Capital II Entrepreneurs Fund, LLC⁽²⁾
Common Stock								119,282	I	By Foundation Capital II Principals Fund, LLC⁽²⁾
Common Stock								1,203,885	I	By Foundation Capital Leadership Fund, L.P.⁽³⁾
Common Stock								32,105	I	By Foundation Capital Leadership Principals Fund, LLC⁽³⁾

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)

Explanation of Responses:

1. Shares held by William B. Elmore as Trustee of the Elmore Living Trust U/T/A 7/27/90.

2. William B. Elmore ("Elmore") is a Manager of Foundation Capital Management Co. II, LLC ("FC2M"), which is the sole General Partner of Foundation Capital II, L.P. ("FC2") and the sole Manager of Foundation Capital II Entrepreneurs Fund, LLC ("FC2E") and Foundation Capital II Principals Fund, LLC ("FC2P"). FC2M exercises sole voting and investment power over the shares owned by FC2, FC2E and FC2P. As a Manager of FC2M, Elmore is deemed to share voting and investment powers over the shares held by FC2, FC2E, and FC2P. Elmore disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

3. William B. Elmore ("Elmore") is a Manager of FC Leadership Management Co., LLC ("FCLM"), which serves as the sole General Partner of Foundation Capital Leadership Fund, L.P. ("FCL") and the sole Manager of Foundation Capital Leadership Principals Fund, LLC ("FCLP"). FCLM exercises sole voting and investment power over the shares owned by FCL and FCLP. As a Manager of FCLM, Elmore is deemed to share voting and investment powers over the shares held by FCL and FCLP. Elmore disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

	/s/ William B. Elmore	11/09/2004
	** 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.
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