SEC Filing | Pixelworks, Inc.

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SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

Becker Drapkin Management, L.P.

(Last)

(First)

(Middle)

500 CRESCENT COURT, SUITE 230

(Street)

DALLAS

75201

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/18/2013

4. If Amendment, Date of 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

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	11/18/2013		S		109,943	D	$4.511	1,586,914	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾
Common Stock	11/18/2013		S		16,271	D	$4.511	234,857	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁶⁾
Common Stock	11/18/2013		S		56,858	D	$4.511	820,688	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁷⁾
Common Stock	11/19/2013		S		11,359	D	$4.2713	1,575,555	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾
Common Stock	11/19/2013		S		1,681	D	$4.2713	233,176	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁶⁾
Common Stock	11/19/2013		S		5,875	D	$4.2713	814,813	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁷⁾
Common Stock	11/19/2013		S		5,544	D	$4.3385	1,570,011	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾
Common Stock	11/19/2013		S		820	D	$4.3385	232,356	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁶⁾
Common Stock	11/19/2013		S		2,867	D	$4.3385	811,946	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁷⁾
Common Stock	11/19/2013		S		31,900	D	$4.2953	1,538,111	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾
Common Stock	11/19/2013		S		4,721	D	$4.2953	227,635	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁶⁾
Common Stock	11/19/2013		S		16,498	D	$4.2953	795,448	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁷⁾
Common Stock	11/20/2013		S		36,573	D	$4.2372	1,501,538	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾
Common Stock	11/20/2013		S		5,413	D	$4.2372	222,222	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁶⁾
Common Stock	11/20/2013		S		18,914	D	$4.2372	776,534	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁷⁾
Common Stock								21,933	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁸⁾⁽⁹⁾

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

Becker Drapkin Management, L.P.

(Last)

(First)

(Middle)

500 CRESCENT COURT, SUITE 230

(Street)

DALLAS

75201

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BECKER DRAPKIN PARTNERS (QP), L.P.

(Last)

(First)

(Middle)

500 CRESCENT COURT, SUITE 230

(Street)

DALLAS

75201

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BECKER DRAPKIN PARTNERS, L.P.

(Last)

(First)

(Middle)

500 CRESCENT COURT, SUITE 230

(Street)

DALLAS

75201

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BD Partners IV, L.P.

(Last)

(First)

(Middle)

500 CRESCENT COURT

SUITE 230

(Street)

DALLAS

75201

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BC Advisors LLC

(Last)

(First)

(Middle)

500 CRESCENT COURT

SUITE 230

(Street)

DALLAS

75201

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Becker Steven R

(Last)

(First)

(Middle)

500 CRESCENT COURT

SUITE 230

(Street)

DALLAS

75201

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Drapkin Matthew A

(Last)

(First)

(Middle)

500 CRESCENT COURT

SUITE 230

(Street)

DALLAS

75201

(City)

(State)

(Zip)

Explanation of Responses:

1. This statement is filed by and on behalf of each of Becker Drapkin Management, L.P. ("BD Management"), Becker Drapkin Partners (QP), L.P. ("QP Fund"), Becker Drapkin Partners, L.P. ("LP Fund"), BD Partners IV, L.P. ("BD Partners IV"), BC Advisors, LLC ("BC Advisors"), Steven R. Becker and Matthew A. Drapkin. QP Fund, LP Fund, BD Partners IV and Mr. Becker are the direct beneficial owners of the securities covered by this statement.

2. BD Management is the general partner of each of QP Fund, LP Fund and BD Partners IV and may be deemed to beneficially own securities owned by QP Fund, LP Fund and BD Partners IV. BC Advisors is the general partner of BD Management and may be deemed to beneficially own securities owned by BD Management. Mr. Becker and Mr. Drapkin are the co-managing members of BC Advisors and may be deemed to beneficially own securities owned by BC Advisors.

3. Each reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Act") or otherwise, the beneficial owner of any securities covered by this statement. Each reporting person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities.

4. Each reporting person may be deemed to be a member of a group with respect to the issuer or securities of the issuer for purposes of Section 13(d) or 13(g) of the Act. Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, a member of a group with respect to the issuer or securities of the issuer.

5. Represents shares directly beneficially owned by QP Fund.

6. Represents shares directly beneficially owned by LP Fund.

7. Represents shares directly beneficially owned by BD Partners IV.

8. Represents shares directly beneficially owned by Mr. Becker.

9. Includes 8,000 shares of restricted stock which vest on May 9, 2014 and were granted pursuant to the Pixelworks, Inc. 2006 Stock Incentive Plan.

Remarks:

Exhibit Index Exhibit 99.1 - Signatures (filed herewith) Exhibit 99.2 - Joint Filer Information (filed herewith) Exhibit 99.3 - Joint Filing Agreement (filed herewith)

	See Exhibit 99.1	11/20/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

rrd356173_403526.html

                                                                    EXHIBIT 99.1

                                   SIGNATURES

     Date: November 20, 2013            BECKER DRAPKIN MANAGEMENT, L.P.

                                        By:      BC Advisors, LLC
                                        Its:     General Partner

                                        By:      /s/ Ashley Sekimoto
                                                 ------------------------------
                                        Name:    Ashley Sekimoto
                                        Title:   Attorney-in-Fact

                                        BECKER DRAPKIN PARTNERS (QP), L.P.

                                        By:      Becker Drapkin Management, L.P.
                                        Its:     General Partner

                                        By:      BC Advisors, LLC
                                        Its:     General Partner

                                        By:      /s/ Ashley Sekimoto
                                                 -------------------------------
                                        Name:    Ashley Sekimoto
                                        Title:   Attorney-in-Fact

                                        BECKER DRAPKIN PARTNERS, L.P.

                                        By:      Becker Drapkin Management, L.P.
                                        Its:     General Partner

                                        By:      BC Advisors, LLC
                                        Its:     General Partner

                                        By:      /s/ Ashley Sekimoto
                                                 -------------------------------
                                        Name:    Ashley Sekimoto
                                        Title:   Attorney-in-Fact

                                        BD PARTNERS IV, L.P.

                                        By:      Becker Drapkin Management, L.P.
                                        Its:     General Partner

                                        By:      BC Advisors, LLC
                                        Its:     General Partner

                                        By:      /s/ Ashley Sekimoto
                                                 -------------------------------
                                        Name:    Ashley Sekimoto
                                        Title:   Attorney-in-Fact

                                        BC ADVISORS, LLC

                                        By:      /s/ Ashley Sekimoto
                                                 -------------------------------
                                        Name:    Ashley Sekimoto
                                        Title:   Attorney-in-Fact

                                        STEVEN R. BECKER

                                        /s/ Ashley Sekimoto
                                        ----------------------------------------
                                        Name:    Ashley Sekimoto
                                        Title:   Attorney-in-Fact

                                        MATTHEW A. DRAPKIN

                                        /s/ Ashley Sekimoto
                                        ----------------------------------------
                                        Name:    Ashley Sekimoto
                                        Title:   Attorney-in-Fact

rrd356173_403527.html

                                                                    EXHIBIT 99.2

                             JOINT FILER INFORMATION

                            Other Reporting Person(s)

1.   BECKER DRAPKIN PARTNERS (QP), L.P.

          Item                                     Information

Name:                                   BECKER DRAPKIN PARTNERS (QP), L.P.

Address:                                500  Crescent  Court, Suite  230, Dallas,
                                        Texas 75201

Designated Filer:                       Becker Drapkin Management, L.P.

Date of Event Requiring Statement       November 18, 2013
(Month/Day/Year):

Issuer Name and Ticker or Trading       Pixelworks, Inc. [PXLW]
Symbol:

Relationship of Reporting Person(s)     10% Owner
to Issuer:

If Amendment, Date Original Filed       Not Applicable
(Month/Day/Year):

Individual or Joint/Group Filing:       Form filed by More than One Reporting Person

Signature:                              By:      Becker Drapkin Management, L.P.
                                        Its:     General Partner

                                        By:      BC Advisors, LLC
                                        Its:     General Partner

                                        By:      /s/ Ashley Sekimoto
                                                 -------------------------------
                                        Name:    Ashley Sekimoto
                                        Title:   Attorney-in-Fact
                                        Date:    November 20, 2013

2.   BECKER DRAPKIN PARTNERS, L.P.


          Item                                     Information

Name:                                   BECKER DRAPKIN PARTNERS, L.P.

Address:                                500  Crescent  Court, Suite  230, Dallas,
                                        Texas 75201

Designated Filer:                       Becker Drapkin Management, L.P.

Date of Event Requiring Statement       November 18, 2013
(Month/Day/Year):

Issuer Name and Ticker or Trading       Pixelworks, Inc. [PXLW]
Symbol:

Relationship of Reporting Person(s)     10% Owner
to Issuer:

If Amendment, Date Original Filed       Not Applicable
(Month/Day/Year):

Individual or Joint/Group Filing:       Form filed by More than One Reporting Person

Signature:                              By:      Becker Drapkin Management, L.P.
                                        Its:     General Partner

                                        By:      BC Advisors, LLC
                                        Its:     General Partner

                                        By:      /s/ Ashley Sekimoto
                                                 -------------------------------
                                        Name:    Ashley Sekimoto
                                        Title:   Attorney-in-Fact
                                        Date:    November 20, 2013

3.   BD PARTNERS IV, L.P.

          Item                                     Information

Name:                                   BD PARTNERS IV, L.P.

Address:                                500  Crescent  Court, Suite  230, Dallas,
                                        Texas 75201

Designated Filer:                       Becker Drapkin Management, L.P.

Date of Event Requiring Statement       November 18, 2013
(Month/Day/Year):

Issuer Name and Ticker or Trading       Pixelworks, Inc. [PXLW]
Symbol:

Relationship of Reporting Person(s)     10% Owner
to Issuer:

If Amendment, Date Original Filed       Not Applicable
(Month/Day/Year):

Individual or Joint/Group Filing:       Form filed by More than One Reporting Person

Signature:                              By:      Becker Drapkin Management, L.P.
                                        Its:     General Partner

                                        By:      BC Advisors, LLC
                                        Its:     General Partner

                                        By:      /s/ Ashley Sekimoto
                                                 -------------------------------
                                        Name:    Ashley Sekimoto
                                        Title:   Attorney-in-Fact
                                        Date:    November 20, 2013

4.   BC ADVISORS, LLC

          Item                                     Information

Name:                                   BC ADVISORS, LLC

Address:                                500  Crescent  Court, Suite  230, Dallas,
                                        Texas 75201

Designated Filer:                       Becker Drapkin Management, L.P.

Date of Event Requiring Statement       November 18, 2013
(Month/Day/Year):

Issuer Name and Ticker or Trading       Pixelworks, Inc. [PXLW]
Symbol:

Relationship of Reporting Person(s)     10% Owner
to Issuer:

If Amendment, Date Original Filed       Not Applicable
(Month/Day/Year):

Individual or Joint/Group Filing:       Form filed by More than One Reporting Person

Signature:
                                        By:      /s/ Ashley Sekimoto
                                                 --------------------------------
                                        Name:    Ashley Sekimoto
                                        Title:   Attorney-in-Fact
                                        Date:    November 20, 2013

5.   STEVEN R. BECKER

          Item                                     Information

Name:                                   STEVEN R. BECKER

Address:                                500  Crescent  Court, Suite  230, Dallas,
                                        Texas 75201



Designated Filer:                       Becker Drapkin Management, L.P.



Date of Event Requiring Statement       November 18, 2013
(Month/Day/Year):



Issuer Name and Ticker or Trading       Pixelworks, Inc. [PXLW]
Symbol:



Relationship of Reporting Person(s)     Director and 10% Owner
to Issuer:



If Amendment, Date Original Filed       Not Applicable
(Month/Day/Year):



Individual or Joint/Group Filing:       Form filed by More than One Reporting Person



Signature:
                                        By:      /s/ Ashley Sekimoto
                                                 -------------------------------
                                        Name:    Ashley Sekimoto
                                        Title:   Attorney-in-Fact
                                        Date:    November 20, 2013

6.   MATTHEW A. DRAPKIN

          Item                                     Information

Name:                                   MATTHEW A. DRAPKIN

Address:                                500  Crescent  Court, Suite  230, Dallas,
                                        Texas 75201

Designated Filer:                       Becker Drapkin Management, L.P.

Date of Event Requiring Statement       November 18, 2013
(Month/Day/Year):

Issuer Name and Ticker or Trading       Pixelworks, Inc. [PXLW]
Symbol:

Relationship of Reporting Person(s)     10% Owner
to Issuer:

If Amendment, Date Original Filed       Not Applicable
(Month/Day/Year):

Individual or Joint/Group Filing:       Form filed by More than One Reporting Person

Signature:
                                        By:      /s/ Ashley Sekimoto
                                                 -------------------------------
                                        Name:    Ashley Sekimoto
                                        Title:   Attorney-in-Fact
                                        Date:    November 20, 2013

rrd356173_403611.html

                                                                    EXHIBIT 99.3
                             JOINT FILING AGREEMENT

                                November 20, 2013

         Pursuant to and in accordance with the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and the rules and regulations thereunder, each
party hereto hereby agrees to the joint filing, on behalf of each of them, of
any filing required by such party under Section 13 or Section 16 of the Exchange
Act or any rule or regulation thereunder (including any amendment, restatement,
supplement, and/or exhibit thereto) with the Securities and Exchange Commission
(and, if such security is registered on a national securities exchange, also
with the exchange), and further agrees to the filing, furnishing, and/or
incorporation by reference of this agreement as an exhibit thereto. This
agreement shall remain in full force and effect until revoked by any party
hereto in a signed writing provided to each other party hereto, and then only
with respect to such revoking party.

         IN WITNESS WHEREOF, each party hereto, being duly authorized, has caused
this agreement to be executed and effective as of the date first written above.

        Date:    November 20, 2013      BECKER DRAPKIN MANAGEMENT, L.P.

                                        By:      BC Advisors, LLC
                                        Its:     General Partner

                                        By:      /s/ Ashley Sekimoto
                                                 -------------------------------
                                        Name:    Ashley Sekimoto
                                        Title:   Attorney-in-Fact

                                        BECKER DRAPKIN PARTNERS (QP), L.P.

                                        By:      Becker Drapkin Management, L.P.
                                        Its:     General Partner

                                        By:      BC Advisors, LLC
                                        Its:     General Partner

                                        By:      /s/ Ashley Sekimoto
                                                 -------------------------------
                                        Name:    Ashley Sekimoto
                                        Title:   Attorney-in-Fact

                                        BECKER DRAPKIN PARTNERS, L.P.

                                        By:      Becker Drapkin Management, L.P.
                                        Its:     General Partner

                                        By:      BC Advisors, LLC
                                        Its:     General Partner

                                        By:      /s/ Ashley Sekimoto
                                                 -------------------------------
                                        Name:    Ashley Sekimoto
                                        Title:   Attorney-in-Fact

                                        BD PARTNERS IV, L.P.

                                        By:      Becker Drapkin Management, L.P.
                                        Its:     General Partner

                                        By:      BC Advisors, LLC
                                        Its:     General Partner

                                        By:      /s/ Ashley Sekimoto
                                                 -------------------------------
                                        Name:    Ashley Sekimoto
                                        Title:   Attorney-in-Fact

                                        BC ADVISORS, LLC

                                        By:      /s/ Ashley Sekimoto
                                                 -------------------------------
                                        Name:    Ashley Sekimoto
                                        Title:   Attorney-in-Fact

                                        STEVEN R. BECKER

                                         /s/ Ashley Sekimoto
                                        ----------------------------------------
                                        Name:    Ashley Sekimoto
                                        Title:   Attorney-in-Fact

                                        MATTHEW A. DRAPKIN

                                        /s/ Ashley Sekimoto
                                        ----------------------------------------
                                        Name:    Ashley Sekimoto
                                        Title:   Attorney-in-Fact