Edgar Filing: ENTROPIC COMMUNICATIONS INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

WALECKA JOHN L

2. Issuer Name and Ticker or Trading Symbol
ENTROPIC COMMUNICATIONS INC [ENTR]

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

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

3000 SAND HILL ROAD. BUILDING 2, SUITE 290

3. Date of Earliest Transaction (Month/Day/Year)
12/12/2007

(Street)

MENLO PARK, CA 94025

4. If Amendment, Date 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

(City)

(State)

(Zip)

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	12/12/2007		C		80,266	A	⁽¹⁾	80,266	I	See Footnotes ⁽⁴⁾ ⁽⁸⁾
Common Stock	12/12/2007		C		50,495	A	⁽²⁾	130,761	I	See Footnotes ⁽⁴⁾ ⁽⁸⁾
Common Stock	12/12/2007		C		29,041	A	⁽³⁾	159,802	I	See Footnotes ⁽⁴⁾ ⁽⁸⁾
Common Stock	12/12/2007		C		29,026	A	⁽¹⁾	29,026	I	See Footnotes ⁽⁵⁾ ⁽⁸⁾
Common Stock	12/12/2007		C		181,560	A	⁽¹⁾	181,560	I	See Footnotes ⁽⁶⁾ ⁽⁸⁾
Common Stock	12/12/2007		C		2,670,986	A	⁽¹⁾	2,670,986	I	See Footnotes ⁽⁷⁾ ⁽⁸⁾
Common Stock	12/12/2007		C		1,812,801	A	⁽²⁾	4,483,787	I	See Footnotes ⁽⁷⁾ ⁽⁸⁾
Common Stock	12/12/2007		C		1,256,000	A	⁽³⁾	5,739,787	I	See Footnotes ⁽⁷⁾ ⁽⁸⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A Convertible Preferred Stock

⁽¹⁾

12/12/2007

80,266

⁽¹⁾

Common Stock

80,266

$ 0

See Footnotes ⁽⁴⁾ ⁽⁸⁾

Series A Convertible Preferred Stock

⁽¹⁾

12/12/2007

29,026

⁽¹⁾

Common Stock

29,026

$ 0

See Footnotes ⁽⁵⁾ ⁽⁸⁾

Series A Convertible Preferred Stock

⁽¹⁾

12/12/2007

181,560

⁽¹⁾

Common Stock

181,560

$ 0

See Footnotes ⁽⁶⁾ ⁽⁸⁾

Series A Convertible Preferred Stock

⁽¹⁾

12/12/2007

2,670,986

⁽¹⁾

Common Stock

2,670,986

$ 0

See Footnotes ⁽⁷⁾ ⁽⁸⁾

Series B Convertible Preferred Stock

⁽²⁾

12/12/2007

50,495

⁽²⁾

Common Stock

50,495

$ 0

See Footnotes ⁽⁴⁾ ⁽⁸⁾

Series B Convertible Preferred Stock

⁽²⁾

12/12/2007

1,812,801

⁽²⁾

Common Stock

1,812,801

$ 0

See Footnotes ⁽⁷⁾ ⁽⁸⁾

Series C Convertible Preferred Stock

⁽³⁾

12/12/2007

29,041

⁽³⁾

Common Stock

29,041

$ 0

See Footnotes ⁽⁴⁾ ⁽⁸⁾

Series C Convertible Preferred Stock

⁽³⁾

12/12/2007

1,256,000

⁽³⁾

Common Stock

1,256,000

$ 0

See Footnotes ⁽⁷⁾ ⁽⁸⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
WALECKA JOHN L 3000 SAND HILL ROAD. BUILDING 2 SUITE 290 MENLO PARK, CA 94025	X	X

Signatures

/s/ Lance Bridges, attorney-in-fact for John Walecka		12/12/2007
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Each 2.7 shares of Series A Preferred Stock converted into one share of the Issuer's common stock upon the filing of the initial public offering for no additional consideration and had no expiration date.
(2)	Each 3.25 shares of Series B Preferred Stock converted into one share of the Issuer's common stock upon the filing of the initial public offering for no additional consideration and had no expiration date.
(3)	Each 3.25 shares of Series C Preferred Stock converted into one share of the Issuer's common stock upon the filing of the initial public offering for no additional consideration and had no expiration date.
(4)	By Redpoint Associates II, LLC.
(5)	By Redpoint Technology Partners A-I, L.P.
(6)	By Redpoint Technology Partners Q-I, L.P.
(7)	By Redpoint Ventures II, L.P.
(8)	The voting and disposition of the shares held by Redpoint Ventures II, L.P. is determined by Redpoint Ventures II, LLC, its general partner. The voting and disposition of the shares held by Redpoint Technology Partners A-I, L.P. and Redpoint Technology Partners Q-I, L.P. is determined by Redpoint Ventures I, LLC, the general partner of Redpoint Technology Partners A-I, L.P. and Redpoint Technology Partners Q-I, L.P. Jeffery Brody, Thomas Dyal, Timothy Haley, G. Bradford Jones, John Walecka and Geoffrey Yang are the managing members of Redpoint Ventures I, LLC, Redpoint Ventures II, LLC and Redpoint Associates II, LLC and have shared voting and investment power over the shares held by Redpoint Ventures II, L.P., Redpoint Associates II, LLC, Redpoint Technology Partners A-I, L.P. and Redpoint Technology Partners Q-I, L.P. Messrs. Brody, Dyal, Haley, Jones, Walecka and Yang disclaim beneficial ownership of these shares except to the extent of their pecuniary interest therein.

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