X0303 4 2009-10-21 0 0000832767 PHOENIX TECHNOLOGIES LTD PTEC 0001377920 Banga Gaurav C/O PHOENIX TECHNOLOGIES LTD. 915 MURPHY RANCH RD. MILPITAS CA 95035 0 1 0 0 Sr. VP & CTO Common Stock 2009-10-20 4 F 0 1116 3.37 D 18300 D In connection with the vesting of 25% of the 25,000 shares of restricted stock granted to Mr. Banga on 10/20/09, 1,116 shares have been withheld by the Company for payment of the payroll taxes due on such vested shares. /s/Timothy C. Chu as attorney-in-fact for Gaurav Banga 2009-10-21