Edgar Filing: Becker Steven R

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 ^*

Becker Drapkin Management, L.P.

2. Issuer Name and Ticker or Trading Symbol
PIXELWORKS, INC [PXLW]

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

_____ Director	_____ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
Member of a 13(d) 10% Group

(Last)

(First)

(Middle)

300 CRESCENT COURT, SUITE 1111

3. Date of Earliest Transaction (Month/Day/Year)
12/12/2011

(Street)

DALLAS, TX 75201

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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								1,552,181	I	See Footnotes ⁽¹⁾ ⁽⁴⁾ ⁽⁵⁾
Common Stock								230,719	I	See Footnotes ⁽²⁾ ⁽⁴⁾ ⁽⁵⁾
Common Stock	12/12/2011		P		307,200	A	$ 1.9	307,200	I	See Footnotes ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾
Common Stock	12/12/2011		P		3,200	A	$ 1.9467	310,400	I	See Footnotes ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾
Common Stock	12/13/2011		P		100,000	A	$ 2.1	410,400	I	See Footnotes ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾
Common Stock	12/13/2011		P		200	A	$ 2.2	410,600	I	See Footnotes ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾
Common Stock	12/13/2011		P		85,800	A	$ 2.1931	496,400	I	See Footnotes ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾
Common Stock	12/14/2011		P		50,000	A	$ 2.265	546,400	I	See Footnotes ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾
Common Stock	12/14/2011		P		68,000	A	$ 2.2763	614,400	I	See Footnotes ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Becker Drapkin Management, L.P. 300 CRESCENT COURT SUITE 1111 DALLAS, TX 75201				Member of a 13(d) 10% Group
BECKER DRAPKIN PARTNERS (QP), L.P. 300 CRESCENT COURT SUITE 1111 DALLAS, TX 75201				Member of a 13(d) 10% Group
BECKER DRAPKIN PARTNERS, L.P. 300 CRESCENT COURT SUITE 1111 DALLAS, TX 75201				Member of a 13(d) 10% group
BD Partners IV, L.P. 300 CRESCENT COURT SUITE 1111 DALLAS, TX 75201				Member of a 13(d) 10% Group
BC Advisors LLC 300 CRESCENT COURT SUITE 1111 DALLAS, TX 75201				Member of a 13(d) 10% Group
Becker Steven R 300 CRESCENT COURT SUITE 1111 DALLAS, TX 75201				Member of a 13(d) 10% Group
Drapkin Matthew A 300 CRESCENT COURT SUITE 1111 DALLAS, TX 75201				Member of a 13(d) 10% Group

Signatures

See Exhibit 99.1		12/14/2011
^**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)	Represents shares of common stock, par value $0.001 per share, of Pixelworks, Inc. (the "Common Stock") directly beneficially owned by Becker Drapkin Partners (QP), L.P. ("Becker Drapkin QP").
(2)	Represents shares of Common Stock directly beneficially owned by Becker Drapkin Partners, L.P. ("Becker Drapkin, L.P.").
(3)	Represents shares of Common Stock directly beneficially owned by BD Partners IV, L.P. ("BD Partners IV").
(4)	Becker Drapkin Management, L.P. ("BD Management"), as the general partner of, and investment manager for, Becker Drapkin QP, Becker Drapkin, L.P. and BD Partners IV may be deemed to beneficially own the securities described in footnotes (1), (2) and (3). BC Advisors, LLC ("BCA"), as the general partner of BD Management, and Steven R. Becker ("Mr. Becker") and Matthew A. Drapkin ("Mr. Drapkin"), as the sole members and co-managing members of BCA and limited partners of BD Management, may in each case be deemed to be beneficial owners of the securities described in footnotes (1), (2) and (3). In addition, each reporting owner may be deemed to beneficially own more than 10% of the Common Stock under Rule 16a-1(a)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act") as a result of being deemed a member of a group under Sections 13(d)(3) and 13(d)(5) of the Exchange Act. (Continued in Footnote 5.)
(5)	BD Management disclaims any beneficial ownership of all of the Common Stock listed herein, except to the extent of any pecuniary interest therein. Becker Drapkin QP disclaims beneficial ownership of the Common Stock described in footnotes (2) and (3). Becker Drapkin, L.P. disclaims beneficial ownership of the Common Stock described in footnotes (1) and (3). BD Partners IV disclaims beneficial ownership of the Common Stock described in footnotes (1) and (2). BCA disclaims beneficial ownership of all of the Common Stock listed herein, except to the extent of any pecuniary interest therein. Mr. Becker and Mr. Drapkin disclaim beneficial ownership of all of the Common Stock described herein, except to the extent of any pecuniary interest therein.

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