SC 13D/A

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Amendment No. 2)

Under the Securities Exchange Act of 1934

PIXELWORKS, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

72581M305

(CUSIP Number)

Becker Drapkin Management, L.P.

Attn:  Steven R. Becker

Attn:  Matthew A. Drapkin

300 Crescent Court

Suite 1111

Dallas, Texas 75201

(214) 756-6016

With a copy to:

Richard J. Birns, Esq.

Boies, Schiller & Flexner LLP

575 Lexington Avenue, 7th Floor

New York, NY 10022

(212) 446-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

January 6, 2012

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 240.13d-7 for other parties to whom copies are to be sent.

* 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 disclosures provided in a prior cover page.

The information required on 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).

SCHEDULE 13D

CUSIP No. 72581M305
1	NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Becker Drapkin Management, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) þ(b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 2,686,185
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 2,686,185
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,686,185
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.9%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA, PN

CUSIP No. 72581M305
1	NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Becker Drapkin Partners (QP), L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) þ(b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 1,616,216
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 1,616,216
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,616,216
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.0%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

CUSIP No. 72581M305
1	NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON. Becker Drapkin Partners, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) þ(b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 240,269
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 240,269
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 240,269
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.3%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

CUSIP No. 781182100
1	NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON. BD Partners IV, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) þ(b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 829,700
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 829,700
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 829,700
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.6%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

CUSIP No. 72581M305
1	NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON BC Advisors, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) þ(b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 2,686,185
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 2,686,185
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,686,185
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.9%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA, OO

CUSIP No. 72581M305
1	NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Steven R. Becker
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) þ(b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 2,686,185
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 2,686,185
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,686,185
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.9%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

CUSIP No. 72581M305
1	NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Matthew A. Drapkin
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) þ(b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 2,686,185
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 2,686,185
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,686,185
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.9%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

This Amendment No. 2 to Schedule 13D amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on December 14, 2011, and Amendment No. 1 thereto, filed with the SEC on December 29, 2011, with respect to the Common Stock, $0.001 par value (the “Common Stock”), of Pixelworks, Inc., an Oregoncorporation (the “Issuer”).

Item 3.	Source and Amount of Funds or other Consideration
	Item 3 is hereby amended and restated as follows: The Reporting Persons expended an aggregate of approximately $5,784,571.69 (including commissions) to purchase 2,686,185 shares of Common Stock.  Funds used to purchase reported securities have come from working capital of the Becker Drapkin Funds, which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business.
Item 4.	Purpose of Transaction
	Item 4 is amended and supplemented to add the following information for updating as of the date hereof: On January 6, 2012, the Becker Drapkin Funds sent to the Secretary of the Issuer a letter (the “Demand Letter”) exercising their right to inspect the Issuer’s stockholder list pursuant to Section 60.774 of the Oregon Revised Statutes, indicating that they are contemplating communication with other shareholders regarding possible nominations of candidates for election as directors at the Company’s next annual meeting and the election of such candidates. Subject to applicable laws and depending on certain factors, including without limitation review of the stockholder list, general market and investment conditions and the financial performance of the Issuer, the Reporting Persons may make proposals and recommendations regarding changes to the composition of the board of directors of the Issuer.  As of the date hereof the Reporting Persons have not made a decision whether to make any such proposals or recommendations. A copy of the Demand Letter is attached hereto as Exhibit 1 and incorporated herein by reference.  The foregoing description of the Demand Letter is qualified in its entirety by reference to Exhibit 1.
Item 5.	Interest in Securities of the Issuer
	Subparagraphs (a) through (c) of Item 5 are amended and supplemented to add the following information for updating as of the date hereof: (a), (b) The Reporting Persons may be deemed to beneficially own in the aggregate 2,686,185 shares of Common Stock.  Based upon a total of 17,950,420 outstanding shares of Common Stock, as reported in the Issuer’s quarterly report on Form 10-Q for the period ending September 30, 2011, the Reporting Persons’ shares represent approximately 14.964% of the outstanding shares of Common Stock. Becker Drapkin QP owns 1,616,216 shares of Common Stock (the “Becker Drapkin QP Shares”), which represent approximately 9.004% of the outstanding shares of Common Stock. Becker Drapkin, L.P. owns 240,269 shares of Common Stock (the “Becker Drapkin, L.P. Shares”), which represent approximately 1.339% of the outstanding shares of Common Stock. BD Partners IV owns 829,700 shares of Common Stock (the “BD Partners IV Shares”), which represent approximately 4.622% of the outstanding shares of Common Stock. The Becker Drapkin QP Shares, Becker Drapkin, L.P. Shares and BD Partners IV Shares are collectively referred to herein as the “Becker Drapkin Funds Shares”. Becker Drapkin QP has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the Becker Drapkin QP Shares.  Becker Drapkin QP disclaims beneficial ownership of the Becker Drapkin, L.P. Shares and BD Partners IV Shares. Becker Drapkin, L.P. has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the Becker Drapkin, L.P. Shares.  Becker Drapkin, L.P. disclaims beneficial ownership of the Becker Drapkin QP Shares and BD Partners IV Shares. BD Partners IV has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the BD Partners IV Shares.  BD Partners IV disclaims beneficial ownership of the Becker Drapkin QP Shares and Becker Drapkin, L.P. Shares. As general partner of the Becker Drapkin Funds, BD Management may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Becker Drapkin Funds Shares.  BD Management disclaims beneficial ownership of the Becker Drapkin Funds Shares. As general partner of BD Management, BCA may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) any shares of Common Stock beneficially owned by BD Management.  BCA does not own any shares of Common Stock directly and disclaims beneficial ownership of any shares of Common Stock beneficially owned by BD Management. As co-managing members of BCA, each of Mr. Becker and Mr. Drapkin may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) any shares of Common Stock beneficially owned by BCA.  Mr. Becker and Mr. Drapkin each disclaim beneficial ownership of any shares of Common Stock beneficially owned by BCA. As of the date hereof, no Reporting Person owns any shares of Common Stock other than those set forth in this Item 5. (c) The trading dates, number of shares of Common Stock purchased or sold, and the price per share of Common Stock for all transactions by the Reporting Persons in shares of Common Stock since the last amendment of this Schedule 13D, all of which were brokered transactions, are set forth below.

Name of Reporting Person	Date	Number of Shares Purchased (Sold)	Average Price per Share
Becker Drapkin QP	12/29/2011	2,524	$2.3383
Becker Drapkin, L.P.	12/29/2011	376	$2.3383

Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
	Item 6 is amended and supplemented to add the following information for updating as of the date hereof: On January 9, 2012, the Reporting Persons entered into the Joint Filing Agreement pursuant to which they agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer.  Such Joint Filing Agreement is attached hereto as Exhibit 1. Except for the matters described herein, no Reporting Person has any contract, arrangement, understanding or relationship with any person with respect to any securities of the Issuer.
Item 7.	Material to Be Filed as Exhibits
Exhibit 1	Demand Letter, dated January 6, 2012, from Becker Drapkin Partners (QP), L.P.; Becker Drapkin Partners, L.P.; and BD Partners IV, L.P. to the Secretary of Pixelworks, Inc.
Exhibit 2	Joint Filing Agreement, dated January 9, 2012, by and among Becker Drapkin Management, L.P.; Becker Drapkin Partners (QP), L.P., Becker Drapkin Partners, L.P.; BD Partners IV, L.P.; BC Advisors, LLC; Steven R. Becker; and Matthew A. Drapkin

SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned, severally and not jointly, certifies that the information set forth in this statement is true, complete and correct.

Dated:           January 9, 2012

BECKER DRAPKIN MANAGEMENT, L.P.
By:	BC Advisors, LLC, its general partner
	By:	/s/ Michael S. Grisolia
		Name: Michael S. Grisolia
		Title: Attorney-in-Fact
BECKER DRAPKIN PARTNERS (QP), L.P.
By:	Becker Drapkin Management, L.P., its general partner
	By:	BC Advisors, LLC, its general partner
		By:	/s/ Michael S. Grisolia
			Name: Michael S. Grisolia
			Title: Attorney-in-Fact
BECKER DRAPKIN PARTNERS, L.P.
By:	Becker Drapkin Management, L.P., its general partner
	By:	BC Advisors, LLC, its general partner
		By:	/s/ Michael S. Grisolia
			Name: Michael S. Grisolia
			Title: Attorney-in-Fact
BD PARTNERS IV, L.P.
By:	Becker Drapkin Management, L.P., its general partner
	By:	BC Advisors, LLC, its general partner
		By:	/s/ Michael S. Grisolia
			Name: Michael S. Grisolia
			Title: Attorney-in-Fact
BC ADVISORS, LLC
By:	/s/ Michael S. Grisolia
	Name: Michael S. Grisolia
	Title: Attorney-in-Fact
STEVEN R. BECKER
By:	/s/ Michael S. Grisolia
	Name: Michael S. Grisolia
	Title: Attorney-in-Fact
MATTHEW A. DRAPKIN
By:	/s/ Michael S. Grisolia
	Name: Michael S. Grisolia
	Title: Attorney-in-Fact

EX-1

Exhibit 1

Becker Drapkin Management, L.P.

300 Crescent Court

Suite 1111

Dallas, Texas 75201

VIA FEDERAL EXPRESS

January 6, 2012

Corporate Secretary

Pixelworks, Inc.

224 Airport Parkway, Suite 400

San Jose, CA 95110

Notice to the Secretary

To Whom It May Concern:

Becker Drapkin Partners (QP), L.P., a Texas limited partnership; Becker Drapkin Partners, L.P., a Texas limited partnership; and BD Partners IV, L.P., a Texas limited partnership (the “Beneficial Owners”), hereby notify you that they collectively are beneficial owners of 2,686,185 shares of common stock (“Common Stock”) of Pixelworks, Inc. (the “Company”), beneficially owning 1,616,216 shares, 240,269 shares, and 829,700 shares, respectively.  In the Beneficial Owners’ capacity as beneficial owners of shares of Common Stock and pursuant to Oregon Revised Statutes (the “ORS”) 60.774, the Beneficial Owners hereby demand that they be given the opportunity to inspect, during the Company’s usual business hours, certain records and documents of the Company and to make copies thereof, as detailed below (the “Demand”).

The purpose of this Demand is to permit the Beneficial Owners potentially to communicate with other shareholders of the Company for a number of purposes including communication with other shareholders regarding possible nominations of candidates for election as directors at the Company’s next annual meeting and the election of such candidates.  The Beneficial Owners believe that this constitutes a “proper purpose” under ORS 60.774(3).  The Beneficial Owners certify that they will not use any such documents or any portion thereof for any purpose other than a proper purpose.

Specifically, the Demand consists of the following, in each case to the extent available to the Company:

1.   A complete record or list of the Company’s shareholders certified by its transfer agent, which record or list sets forth the name and address of each shareholder of the Company and the number of shares of Common Stock registered in the name of each shareholder of the Company as of the most recent practicable date;

2.   A complete list on compact disc, USB flash drive, electronically transmitted file, or similar electronic medium (any such electronic storage medium, an “Electronic Medium”) of the holders of the Common Stock as of the most recent practicable date, showing the name, address and number of shares registered in the name of each such holder; such computer processing data as is necessary to make use of such list on an Electronic Medium; and a hard copy printout of the full contents of such list on an Electronic Medium for verification purposes;

3.   All information in or which comes into the Company’s or its transfer agent(s)’ or registrar(s)’ possession or control concerning the names, addresses and number of shares held by the participating brokers and banks named in the individual nominee names of Cede & Co. or other similar depositories or nominees, including respondent bank lists obtained pursuant to the requirements of Rule 14b-2 promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”);

4.   All information in or that comes into the Company’s possession concerning the number and identity of the actual beneficial owners of Common Stock, including a list of all owners who hold Common Stock in the name of Cede & Co. or other similar nominees;

5.   A list or lists containing the name, address, and number of shares of Common Stock attributable to participants in any employee stock ownership, incentive, profit sharing, savings, retirement, stock option, stock purchase, restricted stock or other comparable plan of the Company in which the voting of shares held by such plan is made, directly or indirectly, individually or collectively, by participants in such plan, as well as the name, firm and address of the trustee or administrator of such plan and a detailed explanation of the treatment not only of shares for which such trustee or administrator receives instructions from participants, but also shares for which either they do not receive instructions or shares which are outstanding in the plan but are unallocated to any participant;

6.   As promptly as practicable, the most recent omnibus proxies and correspondent participant listings with respect to all nominees and respondent banks;

7.   All lists and other data, including data in any Electronic Medium, in or which come into the possession or control of the Company which set forth the name and address of, and the number of shares owned by, each beneficial owner of Common Stock who has not objected to having his or her name disclosed (commonly referred to as the “non-objecting beneficial owners” or “NOBO” list);

8.   A “stop transfer” list or stop list relating to the shares of Common Stock; and

9.   All additions, changes and corrections to any of the information requested pursuant to items 1 through 8 from the date hereof until the Beneficial Owners request termination of the transmission of such materials.

The Beneficial Owners agree to bear the reasonable costs incurred by the Company in connection with the production of the requested materials to the extent required by ORS 60.777(3). The Beneficial Owners hereby designate Boies, Schiller & Flexner LLP and its partners, employees and other persons designated by it in writing, acting together, singly or in any combination, to conduct the requested examination and copying of materials.

Please advise Richard J. Birns or Andrew S. McLelland of Boies, Schiller & Flexner LLP (Tels: 212-754-4207 and 212-754-4225, respectively) as to the time and place that the requested information will be made available in accordance with this Demand.

A power of attorney relating to this letter has been attached to this letter as Annex A.

The Beneficial Owners hereby reserve their rights to inspect any other books and records of the Company as permitted under the ORS or other applicable law.

We trust that this Demand complies in all respects with applicable law. If the Company believes this Demand is incomplete or otherwise deficient in any respect, please contact us immediately so that any alleged deficiencies may be promptly addressed.

[Signature page follows.]

Sincerely,

BECKER DRAPKIN PARTNERS (QP), L.P.
By:	Becker Drapkin Management, L.P., its general partner
	By:	BC Advisors, LLC, its general partner
		By:	/s/ Matthew A. Drapkin
			Name: Matthew A. Drapkin
			Title: Co-Managing Member
BECKER DRAPKIN PARTNERS, L.P.
By:	Becker Drapkin Management, L.P., its general partner
	By:	BC Advisors, LLC, its general partner
		By:	/s/ Matthew A. Drapkin
			Name: Matthew A. Drapkin
			Title: Co-Managing Member
BD PARTNERS IV, L.P.
By:	Becker Drapkin Management, L.P., its general partner
	By:	BC Advisors, LLC, its general partner
		By:	/s/ Matthew A. Drapkin
			Name: Matthew A. Drapkin
			Title: Co-Managing Member

Annex A

POWER OF ATTORNEY

LET IT BE KNOWN, that the undersigned hereby constitute and appoint Boies, Schiller & Flexner LLP, its partners, employees, agents and other persons designated by Boies, Schiller & Flexner LLP, acting singly, together or in any combination, their true and lawful attorneys-in-fact and agents for them in their name, place and stead, giving and granting unto said attorneys and agents full power and authority to act on their behalf, as beneficial owners of stock of Pixelworks, Inc., to seek the production, and to engage in the inspection and copying, of records and documents of every kind and description.

The undersigned reserve all rights on their part which said attorneys hereby are authorized to do or perform.  This Power of Attorney may be terminated by the undersigned or said attorneys by written notice to the other.

BECKER DRAPKIN PARTNERS (QP), L.P.
By:	Becker Drapkin Management, L.P., its general partner
	By:	BC Advisors, LLC, its general partner
		By:	/s/ Matthew A. Drapkin
			Name: Matthew A. Drapkin
			Title: Co-Managing Member
BECKER DRAPKIN PARTNERS, L.P.
By:	Becker Drapkin Management, L.P., its general partner
	By:	BC Advisors, LLC, its general partner
		By:	/s/ Matthew A. Drapkin
			Name: Matthew A. Drapkin
			Title: Co-Managing Member
BD PARTNERS IV, L.P.
By:	Becker Drapkin Management, L.P., its general partner
	By:	BC Advisors, LLC, its general partner
		By:	/s/ Matthew A. Drapkin
			Name: Matthew A. Drapkin
			Title: Co-Managing Member

EX-2

Exhibit 2

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of Pixelworks, Inc., and that this Agreement be included as an Exhibit to such joint filing.

Each of the undersigned acknowledges that each shall be responsible for the timely filing of any statement (including amendments) on Schedule 13D, and for the completeness and accuracy of the information concerning him or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other persons making such filings, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

Dated: January 9, 2012

[Signature Page Follows]

BECKER DRAPKIN MANAGEMENT, L.P.
By:	BC Advisors, LLC, its general partner
	By:	/s/ Michael S. Grisolia
		Name: Michael S. Grisolia
		Title: Attorney-in-Fact
BECKER DRAPKIN PARTNERS (QP), L.P.
By:	Becker Drapkin Management, L.P., its general partner
	By:	BC Advisors, LLC, its general partner
		By:	/s/ Michael S. Grisolia
			Name: Michael S. Grisolia
			Title: Attorney-in-Fact
BECKER DRAPKIN PARTNERS, L.P.
By:	Becker Drapkin Management, L.P., its general partner
	By:	BC Advisors, LLC, its general partner
		By:	/s/ Michael S. Grisolia
			Name: Michael S. Grisolia
			Title: Attorney-in-Fact
BD PARTNERS IV, L.P.
By:	Becker Drapkin Management, L.P., its general partner
	By:	BC Advisors, LLC, its general partner
		By:	/s/ Michael S. Grisolia
			Name: Michael S. Grisolia
			Title: Attorney-in-Fact
BC ADVISORS, LLC
By:	/s/ Michael S. Grisolia
	Name: Michael S. Grisolia
	Title: Attorney-in-Fact
STEVEN R. BECKER
By:	/s/ Michael S. Grisolia
	Name: Michael S. Grisolia
	Title: Attorney-in-Fact
MATTHEW A. DRAPKIN
By:	/s/ Michael S. Grisolia
	Name: Michael S. Grisolia
	Title: Attorney-in-Fact