PIXELWORKS, INC — Director's Dealing 2012

May 17, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PIXELWORKS, INC (PXLW)
CIK: 0001040161
Period of Report: 2012-05-15

Reporting Person: Becker Steven R (Director, Member of 13(d) 10% Group)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-15	Common Stock	A	8000	—	Acquired	8000	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2686185	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Non-Qualified Stock Option (right to buy)	$2.36	2018-02-09	Common Stock (10000)	10000	Direct

Footnotes

F1: Each restricted stock unit represents a contingent right to receive one share of the registrant's common stock. The restricted stock units will vest in full on the first to occur of (1) the day before the next annual meeting of the registrant's shareholders that follows the grant date or (2) the first anniversary of the grant date. The restricted stock units will be paid upon vesting, subject to any election by the reporting person to defer payment of the units to a later date.

F2: Represents Common Stock of the Issuer directly beneficially owned by Becker Drapkin Partners (QP), L.P. (1,616,216 shares), Becker Drapkin Partners, L.P. (240,269 shares) and BD Partners IV, L.P. (829,700 shares). Mr. Becker may be deemed to beneficially own such Common Stock as he is a co-managing member of BC Advisors, LLC, which is the general partner of Becker Drapkin Management L.P. (of which Mr. Becker is a limited partner), and Becker Drapkin Management L.P. is the general partner of, and investment manager for, each of Becker Drapkin Partners (QP), L.P., Becker Drapkin Partners, L.P. and BD Partners IV, L.P. Mr. Becker disclaims beneficial ownership in such Common Stock, except to the extent of his pecuniary interest therein.

F3: 25% vest on the first anniversary of the date of grant, with the remaining 75% vesting ratably on a monthly basis thereafter over three years.