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^*

DECKER DWIGHT W

(Last)

(First)

(Middle)

4000 MACARTHUR BLVD., EAST TOWER

(Street)

NEWPORT BEACH

92660

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MINDSPEED TECHNOLOGIES, INC [ MSPD ]

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)
03/10/2010

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	03/10/2010		A		3,000⁽¹⁾	A	$0.0000	313,711	D
Common Stock								380	I	By IRA

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)	$11.793	03/10/2010		D⁽²⁾			35,697	02/10/2001⁽²⁾	04/03/2012	Common Stock	35,697	$0⁽²⁾	0	D
Stock Option (Right to Buy)	$11.793	03/10/2010		A⁽²⁾		35,697		02/10/2001⁽²⁾	04/03/2012	Common Stock	35,697	$0⁽²⁾	35,697	D
Stock Option (Right to Buy)	$11.793	03/10/2010		D⁽³⁾			53,643	07/24/2001⁽³⁾	04/03/2012	Common Stock	53,643	$0⁽³⁾	0	D
Stock Option (Right to Buy)	$11.793	03/10/2010		A⁽³⁾		53,643		07/24/2001⁽³⁾	04/03/2012	Common Stock	53,643	$0⁽³⁾	53,643	D
Stock Option (Right to Buy)	$9.001	03/10/2010		D⁽⁴⁾			33,352	03/30/2002⁽⁴⁾	03/30/2011	Common Stock	33,352	$0⁽⁴⁾	0	D
Stock Option (Right to Buy)	$9.001	03/10/2010		A⁽⁴⁾		33,352		03/30/2002⁽⁴⁾	03/30/2011	Common Stock	33,352	$0⁽⁴⁾	33,352	D
Stock Option (Right to Buy)	$22.0295	03/10/2010		D⁽⁵⁾			7,149	10/27/2001⁽⁵⁾	10/27/2010	Common Stock	7,149	$0⁽⁵⁾	0	D
Stock Option (Right to Buy)	$22.0295	03/10/2010		A⁽⁵⁾		7,149		10/27/2001⁽⁵⁾	10/27/2010	Common Stock	7,149	$0⁽⁵⁾	7,149	D
Stock Option (Right to Buy)	$11.793	03/10/2010		D⁽⁶⁾			64	02/10/2001⁽⁶⁾	04/02/2012	Common Stock	64	$0⁽⁶⁾	0	D
Stock Option (Right to Buy)	$11.793	03/10/2010		A⁽⁶⁾		64		02/10/2001⁽⁶⁾	04/02/2012	Common Stock	64	$0⁽⁶⁾	64	D
Stock Option (Right to Buy)	$4.848	03/10/2010		D⁽⁷⁾			22,284	11/04/2003⁽⁷⁾	11/04/2010	Common Stock	22,284	$0⁽⁷⁾	0	D
Stock Option (Right to Buy)	$4.848	03/10/2010		A⁽⁷⁾		22,284		11/04/2003⁽⁷⁾	11/04/2010	Common Stock	22,284	$0⁽⁷⁾	22,284	D
Stock Option (Right to Buy)	$4.848	03/10/2010		D⁽⁷⁾			13,466	11/04/2003⁽⁷⁾	11/03/2012	Common Stock	13,466	$0⁽⁷⁾	0	D
Stock Option (Right to Buy)	$4.848	03/10/2010		A⁽⁷⁾		13,466		11/04/2003⁽⁷⁾	11/03/2012	Common Stock	13,466	$0⁽⁷⁾	13,466	D
Stock Option (Right to Buy)	$9.001	03/10/2010		D⁽⁸⁾			800	03/30/2002⁽⁸⁾	03/29/2010	Common Stock	800	$0⁽⁸⁾	0	D
Stock Option (Right to Buy)	$9.001	03/10/2010		A⁽⁸⁾		800		03/30/2002⁽⁸⁾	03/29/2010	Common Stock	800	$0⁽⁸⁾	800	D
Stock Option (Right to Buy)	$8.39	03/10/2010		A		4,000		03/10/2011⁽⁹⁾	03/10/2020	Common Stock	4,000	$0	4,000	D

Explanation of Responses:

1. The acquisition represents an award of restricted stock units subject to vesting upon the reporting person's retirement or resignation from the board of directors of the Company under certain circumstances. Upon vesting, the restricted stock units shall be settled in the form of the Company's common stock.

2. The two reported transactions involved an amendment of the outstanding option to extend the exercisability of the option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally granted on February 10, 2000 and provided for vesting in four equal annual installments commencing on February 10, 2001.

3. The two reported transactions involved an amendment of the outstanding option to extend the exercisability of the option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally granted on July 24, 2000 and provided for vesting in four equal annual installments commencing on July 24, 2001.

4. The two reported transactions involved an amendment of the outstanding option to extend the exercisability of the option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally granted on March 30, 2001 and provided for vesting in three annual installments as to 50% commencing on March 30, 2002, and 25% each year thereafter.

5. The two reported transactions involved an amendment of the outstanding option to extend the exercisability of the option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally granted on October 27, 2000 and provided for vesting in two equal annual installments commencing on October 27, 2001.

6. The two reported transactions involved an amendment of the outstanding option to extend the exercisability of the option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally granted on February 10, 2000 and provided for vesting in four equal annual installments commencing on February 10, 2001.

7. The two reported transactions involved an amendment of the outstanding option to extend the exercisability of the option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally granted on November 4, 2002 and provided for vesting in four equal annual installments commencing on November 4, 2003.

8. The two reported transactions involved an amendment of the outstanding option to extend the exercisability of the option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally granted on March 30, 2001 and provided for vesting in three annual installments as to 50% commencing on March 30, 2002, and 25% each year thereafter.

9. The acquisition represents an award of stock options subject to vesting in four approximately equal installments on each of the first, second, third and fourth anniversaries of the award date.

	/s/ Brandi Steege	03/12/2010
	** 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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