PIXELWORKS, INC — Director's Dealing 2012

Oct 26, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PIXELWORKS, INC (PXLW)
CIK: 0001040161
Period of Report: 2012-10-23

Reporting Person: Becker Drapkin Management, L.P. (10% Owner)
Reporting Person: BECKER DRAPKIN PARTNERS (QP), L.P. (10% Owner)
Reporting Person: BECKER DRAPKIN PARTNERS, L.P. (10% Owner)
Reporting Person: BD Partners IV, L.P. (10% Owner)
Reporting Person: BC Advisors LLC (10% Owner)
Reporting Person: Becker Steven R (Director, 10% Owner)
Reporting Person: Drapkin Matthew A (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-10-23	Common Stock	P	18948	$2.3641	Acquired	1635164	Indirect
2012-10-23	Common Stock	P	2552	$2.3641	Acquired	242821	Indirect
2012-10-24	Common Stock	P	22033	$2.4489	Acquired	1657197	Indirect
2012-10-24	Common Stock	P	2967	$2.4489	Acquired	245788	Indirect
2012-10-24	Common Stock	P	36663	$2.4648	Acquired	1693860	Indirect
2012-10-24	Common Stock	P	4937	$2.4648	Acquired	250725	Indirect
2012-10-25	Common Stock	P	2997	$2.4407	Acquired	1696857	Indirect
2012-10-25	Common Stock	P	403	$2.4407	Acquired	251128	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	885546	Indirect

Footnotes

F1: This statement is filed by and on behalf of each of Becker Drapkin Management, L.P. ("BD Management"), Becker Drapkin Partners (QP), L.P. ("QP Fund"), Becker Drapkin Partners, L.P. ("LP Fund"), BD Partners IV, L.P. ("BD Partners IV"), BC Advisors, LLC ("BC Advisors"), Steven R. Becker and Matthew A. Drapkin. QP Fund, LP Fund, BD Partners IV and Mr. Becker are the direct beneficial owners of the securities covered by this statement. BD Management is the general partner of each of QP Fund, LP Fund and BD Partners IV and may be deemed to beneficially own securities owned by QP Fund, LP Fund and BD Partners IV. BC Advisors is the general partner of BD Management and may be deemed to beneficially own securities owned by BD Management. Mr. Becker and Mr. Drapkin are the co-managing members of BC Advisors and may be deemed to beneficially own securities owned by BC Advisors.

F2: Each reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Act") or otherwise, the beneficial owner of any securities covered by this statement. Each reporting person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities.

F3: Each reporting person may be deemed to be a member of a group with respect to the issuer or securities of the issuer for purposes of Section 13(d) or 13(g) of the Act. Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, a member of a group with respect to the issuer or securities of the issuer.

F4: Represents shares directly beneficially owned by QP Fund.

F5: Represents shares directly beneficially owned by LP Fund.

F6: Represents (a) 877,546 shares directly beneficially owned by BD Partners IV and (b) 8,000 shares directly beneficially owned by Mr. Becker.