X0303 4 2010-01-22 0001140486 ATHEROS COMMUNICATIONS INC ATHR 0001277620 BARRATT CRAIG H C/O ATHEROS COMMUNICATIONS, INC. 5480 GREAT AMERICA PARKWAY SANTA CLARA, CA 95054 1 1 0 0 President and CEO Common Stock 2010-01-22 4 A 0 100000 0 A 371963 D Common Stock 2250 I See Footnote Common Stock 2250 I See Footnote On February 6, 2009, the Reporting Person was granted restricted stock units ("RSUs") that would vest subject to the Issuer's satisfaction of certain performance criteria for the fiscal year ended December 31, 2009. The performance criteria for 2009 were met and certified by the Compensation Committee of the Issuer's Board of Directors on January 22, 2010, resulting in vesting of the RSUs as follows: The RSUs will vest and be settled in shares of the Issuer's common stock over three (3) years, with the first 1/3 of the RSUs vesting on February 8, 2010 and the remaining RSUs vesting in equal quarterly installments over the following two (2) years. These shares are held in trust for the benefit of the reporting person's son. The reporting person's brother-in-law is the trustee of the trust. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. Bruce P. Johnson, Attorney-in-fact 2010-01-25