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^*

CARROLL DAVID W

(Last)

(First)

(Middle)

(Street)

(City)

(State)

(Zip)

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice President

3. Date of Earliest Transaction (Month/Day/Year)
06/27/2003

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	06/27/2003		J⁽¹⁾		1,940	A	0⁽¹⁾	1,940	I	By Savings Plan

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)
Common Stock Share Equivalents - CNXT⁽²⁾	0.0000⁽³⁾	06/27/2003		J⁽³⁾		162		08/08/1988⁽²⁾	08/08/1988⁽²⁾	Common Stock	162	$0	162	D
Stock Option (Right to Buy)	0.0000⁽⁴⁾	06/27/2003		A		1⁽⁴⁾		06/27/2003	12/05/2007	Common Stock	1⁽⁴⁾	$0⁽⁴⁾	1⁽⁴⁾	D
Stock Option (Right to Buy)	0.0000⁽⁴⁾	06/27/2003		A		1⁽⁴⁾		06/27/2003	01/04/2009	Common Stock	1⁽⁴⁾	$0⁽⁴⁾	1⁽⁴⁾	D
Stock Option (Right to Buy)	0.0000⁽⁴⁾	06/27/2003		A		1⁽⁴⁾		03/30/2002⁽⁵⁾	03/30/2009	Common Stock	1⁽⁴⁾	$0⁽⁴⁾	1⁽⁴⁾	D
Stock Option (Right to Buy)	0.0000⁽⁴⁾	06/27/2003		A		1⁽⁴⁾		01/04/2001⁽⁵⁾	04/03/2010	Common Stock	1⁽⁴⁾	$0⁽⁴⁾	1⁽⁴⁾	D
Stock Option (Right to Buy)	0.0000⁽⁴⁾	06/27/2003		A		1⁽⁴⁾		07/24/2001⁽⁵⁾	04/03/2010	Common Stock	1⁽⁴⁾	$0⁽⁴⁾	1⁽⁴⁾	D
Stock Option (Right to Buy)	0.0000⁽⁴⁾	06/27/2003		A		1⁽⁴⁾		04/26/2003⁽⁵⁾	04/26/2010	Common Stock	1⁽⁴⁾	$0⁽⁴⁾	1⁽⁴⁾	D
Stock Option (Right to Buy)	0.0000⁽⁴⁾	06/27/2003		A		1⁽⁴⁾		11/05/2003⁽⁵⁾	11/05/2010	Common Stock	1⁽⁴⁾	$0⁽⁴⁾	1⁽⁴⁾	D
Stock Option (Right to Buy)	0.0000⁽⁴⁾	06/27/2003		A		1⁽⁴⁾		03/30/2002⁽⁶⁾	03/29/2011	Common Stock	1⁽⁴⁾	$0⁽⁴⁾	1⁽⁴⁾	D

Explanation of Responses:

1. Includes shares of Issuer's common stock issued in the Distribution (described in the footnote below) in respect of shares of common stock of Conexant Systems, Inc. held under the savings plans of Conexant Systems, Inc.

2. Share equivalents credited under one or more Conexant Systems, Inc. supplemental savings plans, the value (based on market value at or near the time of payment) of which is payable in cash upon retirement or after termination of employment. This information is based on the latest information furnished by the Plan Administrator.

3. Includes share equivalents of Issuer's common stock issued in the Distribution (described in the footnote below) in respect of shares of common stock of Conexant Systems, Inc. held under the supplemental savings plans of Conexant Systems, Inc.

4. In connection with the pro rata distribution (the "Distribution") by Conexant Systems, Inc. (CNXT) to its shareholders of all issued and outstanding shares of the Issuer's common stock on June 27, 2003, options to purchase shares of CNXT ("CNXT Options") were adjusted so that following the Distribution, each option holder would hold CNXT Options and options to purchase shares of the Issuer's common stock ("MND Options"). The number of shares subject to, and the exercise prices of, the MND Options cannot be determined as of the date hereof. An amended Form 4 will be filed promptly after the information is available.

5. Options become exercisable in whole or part (but only for a whole number of shares) as to one-fourth of the option shares beginning on this date and as to an additional one-fourth of the option shares beginning on the first, second and third anniversaries thereof.

6. Options become exercisable in whole or part (but only for a whole number of shares) as to one-third of the option shares beginning on this date and as to an additional one-third of the option shares beginning on the first and second anniversaries thereof.

	By: Bradley W. Yates, Attorney-in-fact for	07/01/2003
	** Signature of Reporting Person	Date
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