X0202 4/A 2004-02-26 2004-02-27 0 0001001193 TRANSMETA CORP TMTA 0001246129 GOLDMAN MURRAY A C/O TRANSMETA 3990 FREEDOM CIRCLE SANTA CLARA CA 95054 1 0 0 0 Common Stock 2004-02-26 4 S 0 150000 3.5998 D 608134 D This amendment reflects a change in the form of Dr. Goldman's beneficial ownership of 75,630 shares of Transmeta common stock, from indirect to direct, as a result of a distribution to Dr. Goldman from a trust of which Dr. Goldman is the trustee and beneficiary. As reported on a Form 8-K, filed concurrently with the initial filing of this report, Dr. Goldman's limited sale is consistent with, and the only such sale contemplated by, a lock-up agreement that he entered in favor of the underwriters for Transmeta's offering of common stock that was announced on November 25, 2003 and priced on December 17, 2003. In accordance with Transmeta's expectation, the proceeds from Dr. Goldman's limited sale in February 2004 were used to make full payment of an outstanding promissory note due to Transmeta in March 2004. By: John O'Hara Horsley For: Murray A. Goldman 2004-04-23