Sec Form 4 Filing - Cui Gang @ PIXELWORKS, INC - 2006-12-04

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 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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1. Name and Address of Reporting Person Cui Gang 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 X __ Officer (give title below) _____ Other (specify below) VP, General Manager, China (Last) (First) (Middle) ROOM 301-303, NO. 88 LANE 887, ZUCHONGZHI ROAD ZHANGJIANG HI-TECH PARK 3. Date of Earliest Transaction (MM/DD/YY) 12/04/2006 (Street) SHANGHAI,201203 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Non-Qualified Stock Option (right to buy) $ 2.49 12/04/2006 A 16,700 ( 1 ) 12/04/2013 Common Stock 16,700 $ 2.49 16,700 D Non-Qualified Stock Option (right to buy) $ 2.49 12/04/2006 A 100,000 ( 2 ) 12/04/2016 Common Stock 100,000 $ 2.49 100,000 D Non-Qualified Stock Option (right to buy) $ 5.02 ( 3 ) 02/15/2016 Common Stock 70,000 70,000 D Non-Qualified Stock Option (right to buy) $ 6.46 ( 4 ) 07/23/2013 Common Stock 10,000 10,000 D Non-Qualified Stock Option (right to buy) $ 8.66 ( 5 ) 12/02/2012 Common Stock 10,000 10,000 D Non-Qualified Stock Option (right to buy) $ 9.15 ( 6 ) 07/28/2014 Common Stock 50,000 50,000 D Non-Qualified Stock Option (right to buy) $ 9.22 ( 7 ) 10/01/2013 Common Stock 100,000 100,000 D Non-Qualified Stock Option (right to buy) $ 9.48 12/04/2006 J( 8 ) 25,000 ( 9 ) 03/04/2015 Common Stock 25,000 $ 9.48 0 D Non-Qualified Stock Option (right to buy) $ 10.25 12/04/2006 J( 8 ) 31,800 ( 10 ) 01/15/2012 Common Stock 31,800 $ 10.25 0 D Non-Qualified Stock Option (right to buy) $ 14.84 12/04/2006 J( 8 ) 10,000 ( 11 ) 06/21/2014 Common Stock 10,000 $ 14.84 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Cui Gang ROOM 301-303, NO. 88 LANE 887 ZUCHONGZHI ROAD ZHANGJIANG HI-TECH PARK SHANGHAI,201203 VP, General Manager, China Signatures Gang (Mark) Cui 12/05/2006 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Options become exercisable over 18 months as follows: 33.3% on June 30, 2007 and 66.7% becoming exercisable at a rate of 5.56% on a monthly basis thereafter over 12 months, or through June 30, 2008. ( 2 )Becomes exercisable on a monthly basis over 3 years. ( 3 )The options become exercisable on a monthly basis over a 4-year period which commences February 15, 2006, as follows: 10% exercisable as of February 15, 2007, 20% exercisable as of February 15, 2008, 30% as of February 15, 2009 and 40% exercisable as of February 15, 2010. ( 4 )The options become exercisable monthly over a 4 year period which commenced on July 31, 2003 as follows: 10% becoming exercisable by July 31, 2004, 20% becoming exercisable by July 31, 2005, 30% becoming exercisable by July 31, 2006, and 40% becoming exercisable by July 31, 2007. ( 5 )The options become exercisable monthly over a 4 year period which commenced on December 31, 2002 as follows: 10% becoming exercisable by December 31, 2003, 20% becoming exercisable by December 31, 2004, 30% becoming exercisable by December 31, 2005, and 40% becoming exercisable by December 31, 2006. ( 6 )The options become exercisable monthly over a 4 year period which commenced on July 31, 2004 as follows: 10% becoming exercisable by July 31, 2005, 20% becoming exercisable by July 31, 2006, 30% becoming exercisable by July 31, 2007, and 40% becoming exercisable by July 31, 2008. ( 7 )The options become exercisable monthly over a 4 year period which commenced on October 31, 2003 as follows: 10% becoming exercisable by October 31, 2004, 20% becoming exercisable by October 31, 2005, 30% becoming exercisable by October 31, 2006, and 40% becoming exercisable by October 31, 2007. ( 8 )Option grant was voluntarily surrendered pursuant to the option exchange program. All outstanding options thereunder were canceled and a new option was granted in accordance with the terms of the option exchange program. ( 9 )The options become exercisable monthly over a 4-year period which commenced on March 4, 2005, with 10% becoming exercisable by M arch 4, 2006, 20% becoming exercisable by March 4, 2007, 30% becoming exercisable by March 4, 2008, and 40% becoming exercisable by March 4, 2009. ( 10 )The options become exercisable over a 4-year period as follows: 15,000 on January 31, 2003; monthly vesting between February 2003 and January 2005 for a total of 30,000 shares; and monthly vesting between February 2005 and January 2006 for a total of 5,000 shares. ( 11 )The options become exercisable monthly over a 4 year period which commenced on June 30, 2004 as follows: 10% becoming exercisable by June 30, 2005, 20% becoming exercisable by June 30, 2006, 30% becoming exercisable by June 30, 2007, and 40% becoming exercisable by June 30, 2008.

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).

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