Sec Form 4 Filing - STEVENS MARK A @ PIXELWORKS INC - 2004-04-27

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 STEVENS MARK A 2. Issuer Name and Ticker or Trading Symbol PIXELWORKS INC [ PXLW] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) SEQUOIA CAPITAL VII, 3000 SAND HILL ROAD, BLDG. 4, SUITE 280 3. Date of Earliest Transaction (MM/DD/YY) 04/27/2004 (Street) MENLO PARK, CA94025 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 04/27/2004 J( 1 ) 42,294 A 239,199 D Common Stock 04/27/2004 J( 2 ) 1,244,458 D 0 I See Note ( 3 )

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) $ 6.25 ( 4 ) 12/20/2012 Common Stock 17,500 17,500 D Non-Qualified Stock Option (right to buy) $ 7 ( 5 ) 05/23/2013 Common Stock 17,500 17,500 D Non-Qualified Stock Option (right to buy) $ 9.83 ( 6 ) 10/23/2011 Common Stock 55,000 55,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other STEVENS MARK A SEQUOIA CAPITAL VII 3000 SAND HILL ROAD, BLDG. 4, SUITE 280 MENLO PARK, CA94025 X Signatures By: Michele Javernick For: Mark A Stevens 07/19/2004 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares received through distribution by Sequoia Capital VII and Sequoia Technology Partners VII and Sequoia International Partners to Mr. Stevens, a general partner. ( 2 )Distribution to general and limited partners of Sequoia Capital VII, Sequoia Technology Partners VII and Sequoia International Partners. ( 3 )Mr. Stevens is a General Partner of Sequoia Capital and has authority to vote the shares held by Seqouia entities. Mr. Stevens disclaims beneficial ownership of all such shares except to the extent of his pecuniary interest therein. ( 4 )The options become exercisable over a 4-year period, as follows: 4,375 shares exercisable as of May 6, 2003, 364.58 shares exercisable every month thereafter for 36 months. ( 5 )The options become exercisable over a 4-year period, as follows: 5,625 shares exercisable as of May 23, 2004, 468.75 shares exercisable every month thereafter for 36 months. ( 6 )The options become exercisable over a 4-year period which commenced on October 31, 2001, as follows: 13,750 shares exercisable as of October 31, 2002, 1,145.8 shares become exercisable every month thereafter for 36 months.

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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