PIXELWORKS, INC — Director's Dealing 2011

Dec 15, 2011

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: PIXELWORKS, INC (PXLW)
CIK: 0001040161
Period of Report: 2011-12-12

Reporting Person: Becker Drapkin Management, L.P. (Member of a 13(d) 10% Group)
Reporting Person: BECKER DRAPKIN PARTNERS (QP), L.P. (Member of a 13(d) 10% Group)
Reporting Person: BECKER DRAPKIN PARTNERS, L.P. (Member of 13(d) 10% group)
Reporting Person: BD Partners IV, L.P. (Member of a 13(d) 10% Group)
Reporting Person: BC Advisors LLC (Member of a 13(d) 10% Group)
Reporting Person: Becker Steven R (Member of a 13(d) 10% Group)
Reporting Person: Drapkin Matthew A (Member of a 13(d) 10% Group)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1552181	Indirect
Common Stock	230719	Indirect
Common Stock	614400	Indirect

Footnotes

F1: Represents shares of common stock, par value $0.001 per share, of Pixelworks, Inc. (the "Common Stock") directly beneficially owned by Becker Drapkin Partners (QP), L.P. ("Becker Drapkin QP").

F2: Represents shares of Common Stock directly beneficially owned by Becker Drapkin Partners, L.P. ("Becker Drapkin, L.P.").

F3: Represents shares of Common Stock directly beneficially owned by BD Partners IV, L.P. ("BD Partners IV").

F4: Becker Drapkin Management, L.P. ("BD Management"), as the general partner of, and investment manager for, Becker Drapkin QP, Becker Drapkin, L.P. and BD Partners IV may be deemed to beneficially own the securities described in footnotes (1), (2) and (3). BC Advisors, LLC ("BCA"), as the general partner of BD Management, and Steven R. Becker ("Mr. Becker") and Matthew A. Drapkin ("Mr. Drapkin"), as the sole members and co-managing members of BCA and limited partners of BD Management, may in each case be deemed to be beneficial owners of the securities described in footnotes (1), (2) and (3). In addition, each reporting owner may be deemed to beneficially own more than 10% of the Common Stock under Rule 16a-1(a)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act") as a result of being deemed a member of a group under Sections 13(d)(3) and 13(d)(5) of the Exchange Act. (Continued in Footnote 5.)

F5: BD Management disclaims any beneficial ownership of all of the Common Stock listed herein, except to the extent of any pecuniary interest therein. Becker Drapkin QP disclaims beneficial ownership of the Common Stock described in footnotes (2) and (3). Becker Drapkin, L.P. disclaims beneficial ownership of the Common Stock described in footnotes (1) and (3). BD Partners IV disclaims beneficial ownership of the Common Stock described in footnotes (1) and (2). BCA disclaims beneficial ownership of all of the Common Stock listed herein, except to the extent of any pecuniary interest therein. Mr. Becker and Mr. Drapkin disclaim beneficial ownership of all of the Common Stock described herein, except to the extent of any pecuniary interest therein.