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
	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* POWELL EARL W (Last) (First) (Middle) 1 VIPER WAY (Street) VISTA CA 92081 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Directed Electronics, Inc. [ DEIX ]	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) 12/16/2005
	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	12/16/2005		S(1)		1,055,312	D	$16	4,416,292	I	See Footnote(2)(3)
Common Stock	12/16/2005		S(1)		739,062	D	$16	3,093,471	I	See Footnote(2)(4)
Common Stock	12/16/2005		S(1)		440,000	D	$16	1,843,195	I	See Footnote(2)(5)

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

Explanation of Responses:

1. Sale in connection with the Issuer's initial public offering.

2. The Reporting Person expressly disclaims beneficial ownership of the shares reported in Table I, except to the extent of his pecuniary interest therein. The filing of this form should not be deemed an admission that the Reporting Person is, for Section 16 purposes or otherwise, the beneficial owner of such shares.

3. Trivest Fund III, L.P. ("Fund III") is the direct beneficial owner of the shares reported in Table I. Trivest III General Partner, L.P. ("Trivest GP") is the general partner of Fund III and Trivest III, Inc. ("Trivest III") is the general partner of Trivest GP. As such, Trivest GP and Trivest III may be deemed to be beneficial owners of the shares reported in Table I. The Reporting Person is the controlling shareholder of Trivest III and may be deemed to have an indirect pecuniary interest in the issuer's Common Stock owned by Fund III to the extent of the Reporting Person's indirect proportionate interest in Fund III.

4. Trivest Fund II, Ltd. ("Fund II") is the direct beneficial owner of the shares reported in Table I. Trivest Fund II Manager, Ltd. ("Fund II Manager") is the general partner of Fund II and Trivest Equities, Inc. ("Equities") is the general partner of Fund II Manager. As such, Fund II Manager and Equities may be deemed to be beneficial owners of the shares reported in Table I. The Reporting Person is the controlling shareholder of Equities and may be deemed to have an indirect pecuniary interest in the issuer's Common Stock owned by Fund II to the extent of the Reporting Person's indirect proportionate interest in Fund II.

5. Trivest-DEI Co-Investment Fund, Ltd. ("Trivest-DEI") is the direct beneficial owner of the shares reported in Table I. Trivest-DEI GP, Ltd. ("Trivest GP") is the general partner of Trivest-DEI and Trivest II, Inc. ("Trivest II") is the general partner of Trivest GP. As such, Trivest GP and Trivest II may be deemed to be beneficial owners of the shares reported in Table I. The Reporting Person is the controlling shareholder of Trivest II and may be deemed to have an indirect pecuniary interest in the issuer's Common Stock owned by Trivest-DEI to the extent of the Reporting Person's indirect proportionate interest in Trivest-DEI.

Remarks:

	KC Bean, Attorney-in-Fact	12/20/2005
	** 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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