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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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* GIBBS DAVID L (Last) (First) (Middle) C/O PHOENIX TECHNOLOGIES LTD. 915 MURPHY RANCH RD. (Street) MILPITAS CA 95035 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol PHOENIX TECHNOLOGIES LTD [ PTEC ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Sr. VP, WW Field Ops.
	3. Date of Earliest Transaction (Month/Day/Year) 11/23/2010
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/23/2010		U		106,760	D	$4.2(1)	0	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option (Right to Buy)	$2.63	11/23/2010		U			200,000	(2)	11/20/2019	Common Stock	200,000	$1.57(2)	0	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger among Pharaoh Acquisition LLC, Pharaoh Merger Sub Corp and Issuer dated as of August 17, 2010 and as subsequently amended (the "Merger Agreement"), the shares were disposed of in exchange for the merger consideration of $4.20 per share.

2. Pursuant to the Merger Agreement, each outstanding and unexercised option to purchase Common Stock, whether or not vested or exercisable, became fully vested and exercisable as of the effective time of the merger and was cancelled in exchange for a cash payment equal to the difference between the exercise price of the option and the merger consideration of $4.20 per share; options with an exercise price equal to or greater than $4.20 were cancelled without payment of any consideration.

Remarks:

	/s/Timothy C. Chu as attorney-in-fact for David L. Gibbs	11/24/2010
	** 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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