Sec Form 4 Filing - Walicek Bruce A @ PIXELWORKS, INC - 2014-08-20

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 Walicek Bruce 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 X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) 224 AIRPORT PARKWAY, SUITE 400 3. Date of Earliest Transaction (MM/DD/YY) 08/20/2014 (Street) SAN JOSE, CA95110 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 08/20/2014 S( 1 ) 12,000 D $ 6.4613 408,970 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 Non-Qualified Stock Option (right to buy) $ 0.6 ( 2 ) 03/23/2019 Common Stock 100,000 100,000 D Non-Qualified Stock Option (right to buy) $ 2.28 ( 3 ) 01/01/2018 Common Stock 31,666 31,666 D Non-Qualified Stock Option (right to buy) $ 2.31 ( 4 ) 01/01/2018 Common Stock 168,333 168,333 D Non-Qualified Stock Option (right to buy) $ 2.36 ( 2 ) 02/09/2018 Common Stock 100,000 100,000 D Non-Qualified Stock Option (right to buy) $ 3.13 ( 2 ) 02/10/2016 Common Stock 100,000 100,000 D Non-Qualified Stock Option (right to buy) $ 3.48 ( 2 ) 02/10/2017 Common Stock 125,000 125,000 D Non-Qualified Stock Option (right to buy) $ 4.14 ( 5 ) 05/22/2017 Common Stock 3,333 3,333 D Non-Qualified Stock Option (right to buy) $ 9 ( 5 ) 05/23/2016 Common Stock 3,333 3,333 D Non-Qualified Stock Option (right to buy) $ 25.29 ( 6 ) 05/24/2015 Common Stock 13,333 13,333 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Walicek Bruce A 224 AIRPORT PARKWAY SUITE 400 SAN JOSE, CA95110 X President and CEO Signatures Bruce A Walicek 08/21/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 28, 2014. ( 2 )Becomes exercisable on a monthly basis over 3 years, commencing the last day of the month of the date of grant. ( 3 )5,555 shares vest 1/31/08; 5,555 shares vest 2/29/08; 5,556 shares vest 3/31/08. 15,000 shares vested 3/31/08 upon the Compensation Committee's confirmation of Mr. Walicek's achievement of company goals for the first quarter of 2008. ( 4 )18,333 shares vest 12/31/2008. 150,000 shares vest ratably on a monthly basis thereafter over three years. ( 5 )25% vest on the last day of the month of the first anniversary of the date of grant, with the remaining 75% vesting ratably on a monthly basis thereafter over three years. ( 6 )The option becomes exercisable over a 4-year period which commenced on May 24, 2005, as follows: 3,333 shares exercisable as of May 24, 2006, 277.8 shares exercisable every month thereafter for 36 months through May 24, 2009.

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).

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