SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
Becker Drapkin Management, L.P.

(Last) (First) (Middle)
300 CRESCENT COURT
SUITE 1111

(Street)
DALLAS TX 75201

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
12/12/2011
3. Issuer Name and Ticker or Trading Symbol
PIXELWORKS, INC [ PXLW ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
Member of a 13(d) 10% Group
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 1,552,181 I (1) See Footnotes (4) (5)
Common Stock 230,719 I (2) See Footnotes (4) (5)
Common Stock 614,400 I (3) See Footnotes (4) (5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Becker Drapkin Management, L.P.

(Last) (First) (Middle)
300 CRESCENT COURT
SUITE 1111

(Street)
DALLAS TX 75201

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BECKER DRAPKIN PARTNERS (QP), L.P.

(Last) (First) (Middle)
300 CRESCENT COURT
SUITE 1111

(Street)
DALLAS TX 75201

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BECKER DRAPKIN PARTNERS, L.P.

(Last) (First) (Middle)
300 CRESCENT COURT
SUITE 1111

(Street)
DALLAS TX 75201

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BD Partners IV, L.P.

(Last) (First) (Middle)
300 CRESCENT COURT
SUITE 1111

(Street)
DALLAS TX 75201

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BC Advisors LLC

(Last) (First) (Middle)
300 CRESCENT COURT
SUITE 1111

(Street)
DALLAS TX 75201

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Becker Steven R

(Last) (First) (Middle)
300 CRESCENT COURT
SUITE 1111

(Street)
DALLAS TX 75201

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Drapkin Matthew A

(Last) (First) (Middle)
300 CRESCENT COURT
SUITE 1111

(Street)
DALLAS TX 75201

(City) (State) (Zip)
Explanation of Responses:
1. Represents shares of common stock, par value $0.001 per share, of Pixelworks, Inc. (the "Common Stock") directly beneficially owned by Becker Drapkin Partners (QP), L.P. ("Becker Drapkin QP").
2. Represents shares of Common Stock directly beneficially owned by Becker Drapkin Partners, L.P. ("Becker Drapkin, L.P.").
3. Represents shares of Common Stock directly beneficially owned by BD Partners IV, L.P. ("BD Partners IV").
4. Becker Drapkin Management, L.P. ("BD Management"), as the general partner of, and investment manager for, Becker Drapkin QP, Becker Drapkin, L.P. and BD Partners IV may be deemed to beneficially own the securities described in footnotes (1), (2) and (3). BC Advisors, LLC ("BCA"), as the general partner of BD Management, and Steven R. Becker ("Mr. Becker") and Matthew A. Drapkin ("Mr. Drapkin"), as the sole members and co-managing members of BCA and limited partners of BD Management, may in each case be deemed to be beneficial owners of the securities described in footnotes (1), (2) and (3). In addition, each reporting owner may be deemed to beneficially own more than 10% of the Common Stock under Rule 16a-1(a)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act") as a result of being deemed a member of a group under Sections 13(d)(3) and 13(d)(5) of the Exchange Act. (Continued in Footnote 5.)
5. BD Management disclaims any beneficial ownership of all of the Common Stock listed herein, except to the extent of any pecuniary interest therein. Becker Drapkin QP disclaims beneficial ownership of the Common Stock described in footnotes (2) and (3). Becker Drapkin, L.P. disclaims beneficial ownership of the Common Stock described in footnotes (1) and (3). BD Partners IV disclaims beneficial ownership of the Common Stock described in footnotes (1) and (2). BCA disclaims beneficial ownership of all of the Common Stock listed herein, except to the extent of any pecuniary interest therein. Mr. Becker and Mr. Drapkin disclaim beneficial ownership of all of the Common Stock described herein, except to the extent of any pecuniary interest therein.
Remarks:
See Exhibit 99.1 12/14/2011
** 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 5 (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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