| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ATHEROS COMMUNICATIONS INC [ ATHR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/13/2004 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 02/13/2004 | P | 73,050 | A | $14 | 73,050 | I | By Foundation Capital Leadership Fund, L.P.(1)(2) | ||
| Common Stock | 02/13/2004 | P | 1,950 | A | $14 | 1,950 | I | By Foundation Capital Leadership Principals Fund, LLC(1)(2) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. For additional information on joint filing, see Form 4's filed for William B. Elmore, Foundation Capital Management Co. II, LLC, and FC Leadership Management Co., LLC. James C. Anderson ("Anderson"), Kathryn C. Gould ("Gould"), Paul G. Koontz ("Koontz") and Michael N. Schuh ("Schuh") are Managers of Foundation Capital Management Co. II, LLC ("FCMII"), which serves as the sole General Partner of Foundation Capital II, L.P. ("FCII") and the sole Manager of Foundation Capital II Entrepreneurs Fund, LLC ("FCIIE") and Foundation Capital II Principals Fund, LLC ("FCIIP"). FCMII exercises sole voting and investment power over the shares owned by FCII, FCIIE and FCIIP. As Managers of FCMII, Anderson, Gould, Koontz and Schuh are deemed to share voting and investment powers over the shares held by FCII, FCIIE and FCIIP. Each member of the group disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein. |
| 2. For additional information on joint filing, see Form 4's filed for William B. Elmore, Foundation Capital Management Co. II, LLC, and FC Leadership Management Co., LLC. Kathryn C. Gould ("Gould"), Adam Grosser ("Grosser"), Paul G. Koontz ("Koontz") and Michael N. Schuh ("Schuh") are Managers of FC Leadership Management Co., LLC ("FCLM"), which serves as the sole General Partner of Foundation Capital Leadership Fund, L.P. ("FCLF") and the sole Manager of Foundation Capital Leadership Principals Fund, LLC ("FCLP"). FCLM exercises sole voting and investment power over the shares owned by FCLF and FCLP. As Managers of FCLM, Gould, Koontz, Schuh and Grosser are deemed to share voting and investment powers over the shares held by FCLF and FCLP. Each member of the group disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein. |
| /s/ Kathryn C. Gould | 02/13/2004 | |
| /s/ Paul G. Koontz | 02/13/2004 | |
| /s/ Michael N. Schuh | 02/13/2004 | |
| /s/ Adam Grosser | 02/13/2004 | |
| /s/ James C. Anderson | 02/13/2004 | |
| ** 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. | ||
| 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. | ||