SEC FORM 4

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

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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^*

BANATAO DIOSDADO P

(Last)

(First)

(Middle)

217 DEVCON DRIVE

(Street)

SAN JOSE

95112

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SIRF TECHNOLOGY HOLDINGS INC [ SIRF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Interim President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
06/02/2008

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock-Tallwood Investment Trust IV	06/02/2008		X/K⁽¹⁾		140,000	D	⁽¹⁾	0	I	By Trust
Common Stock-Tallwood Investment Trust IV	06/02/2008		J/K⁽¹⁾		140,000	A	⁽¹⁾	140,000	I	By Trust
Common Stock-Banatao Living Trust DTD 7/21/99								450,000	I	By Trust
Common Stock-Tallwood Equities, LLC								900,000	I	By Corporation
Common Stock-Banatao Heritage Trust U/A DTD 5/7/01								54,000	I	By Trust
Common Stock-Tallwood Partners LLC								1,086,816	I	By Corporation

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Put Option (right to sell)	⁽¹⁾	06/02/2008		X/K⁽¹⁾			140,000	⁽¹⁾	06/02/2008	Common Stock - Tallwood Investment Trust IV	140,000	$0⁽¹⁾	0	I	By Tallwood Investment Trust IV
Non-Qualified Stock Option (right to buy)	$13.07							06/30/2005⁽²⁾	06/30/2014	Common Stock	15,625		15,625	D
Non-Qualified Stock Option (right to buy)	$13.6							05/18/2006⁽³⁾	05/18/2015	Common Stock	10,563		10,563	D
Non-Qualified Stock Option (right to buy)	$24.35							05/03/2007⁽⁴⁾	05/03/2017	Common Stock	18,000		18,000	D
Non-Qualified Stock Option (right to buy)	$36.22							05/04/2007⁽⁵⁾	05/04/2016	Common Stock	18,000		18,000	D
Put Option (right to sell)	⁽⁶⁾							⁽⁶⁾	12/15/2008	Common Stock - Banatao Living Trust DTD 7/21/99	450,000		450,000	I	By Trust

Explanation of Responses:

1. This Form 4 relates to the settlement of a pre-paid forward contract (Right to Sell) held by Tallwood Investment Trust IV entered into on 5/31/06. On 6/2/08, the settlement date of the pre-paid forward contract, the price per share of the Issuer's common stock was less than the Floor Price of $29.7526 per share. Tallwood Investment Trust IV elected for a cash settlement of $781,711.10 in accordance with the terms of the pre-paid forward contract and, as a result, will retain the shares subject to the pre-paid forward contract. While the pre-paid forward contract anticipated the potential sale of 140,000 shares of common stock, Tallwood Investment Trust IV ultimately only sold 108,455 shares of common stock at a price of $29.7526, of which it received 75% of the proceeds of the sale.

2. Of such 50,000 shares, vests as to 12,500 shares on 6/30/05 and monthly thereafter 6/30/05 to 6/30/08. Option becomes exercisable as it vests.

3. Of such 19,500 shares, vests as to 4,875 shares on 5/18/06 and monthly thereafter from 5/18/06 to 5/18/09. Option becomes exercisable as it vests.

4. Option vests 100% on 5/3/2008. Option becomes exercisable once vested.

5. Option vests 100% on 5/4/2007. Option becomes exercisable once vested.

6. The Reporting Person reports indirect ownership of a pre-paid forward contract (Right to Sell) held by Banatao Living Trust DTD 7/21/99 entered into on 8/31/07 with a settlement date on December 15, 2008. The contract provides that the Trust deliver a certain number of shares at the end of the contract depending on the Issuer's common stock price on each such date. In lieu of delivery shares, the Trust may elect a cash settlement. Exact pricing terms are determined in accordance with the contract. The Reporting Person disclaims beneficial ownership of the shares held by the Trust except to the extent of his pecuniary interest.

	/s/ Philip Lau for Diosdado Banatao	06/04/2008
	** 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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