Sec Form 4 Filing - GREENBERG ROBERT Y @ PIXELWORKS INC - 2004-08-02

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 GREENBERG ROBERT Y 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) Chief Technology Officer (Last) (First) (Middle) 8100 SW NYBERG RD. 3. Date of Earliest Transaction (MM/DD/YY) 08/02/2004 (Street) TUALATIN, OR97062 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 Common Stock 08/02/2004 S 20,000 D $ 9.48 635,790 D Common Stock 08/02/2004 S 20,000 D $ 9.55 615,790 D

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 Incentive Stock Option (right to buy) $ 0.23 ( 1 ) 01/20/2009 Common Stock 15,000 15,000 D Incentive Stock Option (right to buy) $ 16.5 ( 2 ) 01/02/2012 Common Stock 7,167 7,167 D Incentive Stock Option (right to buy) $ 22.063 ( 3 ) 01/02/2011 Common Stock 17,461 17,461 D Non-Qualified Stock Option (right to buy) $ 7.57 ( 4 ) 01/31/2013 Common Stock 75,000 75,000 D Non-Qualified Stock Option (right to buy) $ 15.41 ( 5 ) 03/09/2014 Common Stock 40,000 40,000 D Non-Qualified Stock Option (right to buy) $ 16.5 ( 2 ) 01/02/2012 Common Stock 67,833 67,833 D Non-Qualified Stock Option (right to buy) $ 22.063 ( 3 ) 01/02/2011 Common Stock 13,789 13,789 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GREENBERG ROBERT Y 8100 SW NYBERG RD. TUALATIN, OR97062 Chief Technology Officer Signatures Robert Y Greenberg 08/02/2004 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The options become exercisable over a 4-year period which commenced on January 31, 2000, as follows: 3,750 shares exercisable as of January 31, 2000 and 312.5 shares exercisable every month thereafter for 36 months. ( 2 )The options become exercisable on a monthly basis over a 4-year period which commenced on January 31, 2002, as follows: 10% exercisable as of January 31, 2003, 20% exercisable as of January 31, 2004, 30% exercisable as of January 31, 2005 and 40% exercisable as of January 31,2006. ( 3 )The options become exercisable on a monthly basis over a 4-year period which commenced on January 31, 2001, as follows: 10% exercisable as of January 31, 2002, 20% exercisable as of January 31, 2003, 30% exercisable as of January 31, 2004 and 40% exercisable as of January 31,2005. ( 4 )The options become exercisable on a monthly basis over a 4-year period which commenced on January 31, 2002, as follows: 10% exercisable as of January 31, 2003, 20% exercisable as of January 31, 2004, 30% exercisable as of January 31, 2005 and 40% exercisable as of January 31,2006. ( 5 )The option becomes exercisable on a monthly basis over a four year period which commences on March 31, 2004 as follows: 10% exercisable as of March 31, 2005, 20% exercisable as of March 31, 2006, 30% exercisable as of March 31, 2007, and 40% exercisable as of March 31, 2008.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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