PIXELWORKS, INC — Director's Dealing 2006

Dec 5, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PIXELWORKS, INC (PXLW)
CIK: 0001040161
Period of Report: 2006-12-04

Reporting Person: ZHANG HONGMIN (Vice President, Technology)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-12-04	Non-Qualified Stock Option (right to buy)	$2.49	A	68750	Acquired	2013-12-04	Common Stock (68750)	Direct
2006-12-04	Non-Qualified Stock Option (right to buy)	$2.49	A	100000	Acquired	2016-12-04	Common Stock (100000)	Direct
2006-12-04	Non-Qualified Stock Option (right to buy)	$10.25	J	275000	Disposed	2012-01-15	Common Stock (275000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	12609	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Non-Qualified Stock Option (right to buy)	$5.02	2016-02-15	Common Stock (70000)	70000	Direct
Non-Qualified Stock Option (right to buy)	$8.249	2012-06-03	Common Stock (6000)	6000	Direct
Non-Qualified Stock Option (right to buy)	$9.22	2013-10-01	Common Stock (150000)	150000	Direct
Non-Qualified Stock Option (right to buy)	$9.48	2015-03-04	Common Stock (50000)	50000	Direct

Footnotes

F1: 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.

F2: Becomes exercisable on a monthly basis over 3 years.

F3: 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.

F4: The options become exercisable over a 4-year period which commenced on January 31, 2002, as follows: 40% exercisable as of January 31, 2003, beginning February 28, 2003 options vest monthly with a total of 30% exercisable as of January 31, 2004, 20% exercisable as of January 31, 2005 and 10% exercisable as of January 31,2006.

F5: 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.

F6: The options become exercisable on a monthly basis over a 4-year period which commenced on June 30, 2002, as follows: 10% exercisable as of June 30, 2003, 20% exercisable as of June 30, 2004, 30% exercisable as of June 30, 2005 and 40% exercisable as of June 30,2006.

F7: The option becomes exercisable on a monthly basis over a four year period which commences on October 31, 2003 as follows: 10% exercisable as of October 31, 2004, 20% exercisable as of October 31, 2005, 30% exercisable as of October 31, 2006, and 40% exercisable as of October 31, 2007.

F8: The options become exercisable monthly over a 4-year period which commenced on March 4, 2005, with 10% becoming exercisable by March 4, 2006, 20% becoming exercisable by March 4, 2007, 30% becoming exercisable by March 4, 2008, and 40% becoming exercisable by March 4, 2009.