X0202 3 2006-06-21 0 0001171529 TECHWELL INC TWLL 0001358721 COCHRAN ROBERT D 408 E. PLUMERIA DRIVE SAN JOSE CA 95134 1 0 0 0 Common stock 140000 D Series B Convertible Preferred Stock Common stock 10642 D 17,500 shares are subject to the issuer's right of repurchase which right lapses as to 833 shares monthly. The convertible preferred stock is convertible at any time, at the holder's election, and has no expiration date. The shares convert in common stock on a one-to-one basis. s Mark Voll, as attorney in fact 2006-06-21