Edgar Filing: WALECKA JOHN L

Ownership Submission

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 OF SECURITIES

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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

WALECKA JOHN L

2. Issuer Name and Ticker or Trading Symbol
ENTROPIC COMMUNICATIONS INC [ENTR]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

3000 SAND HILL ROAD, BUILDING 2, SUITE 290

3. Date of Earliest Transaction (Month/Day/Year)
05/11/2010

(Street)

MENLO PARK, CA 94025

4. If Amendment, Date Original Filed(Month/Day/Year)

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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/11/2010		S		40,254	D	$ 5.24 ⁽¹⁾	5,699,533	I	By Redpoint Ventures II, L.P. ⁽⁴⁾
Common Stock	05/12/2010		S		59,191	D	$ 5.28 ⁽²⁾	5,640,342	I	By Redpoint Ventures II, L.P. ⁽⁴⁾
Common Stock	05/13/2010		S		5,050	D	$ 5.3 ⁽³⁾	5,635,292	I	By Redpoint Ventures II, L.P. ⁽⁴⁾
Common Stock	05/11/2010		S		2,736	D	$ 5.24 ⁽¹⁾	178,824	I	By Redpoint Technology Partners Q-I, L.P. ⁽⁵⁾
Common Stock	05/12/2010		S		4,024	D	$ 5.28 ⁽²⁾	174,800	I	By Redpoint Technology Partners Q-I, L.P. ⁽⁵⁾
Common Stock	05/13/2010		S		343	D	$ 5.3 ⁽³⁾	174,457	I	By Redpoint Technology Partners Q-I, L.P. ⁽⁵⁾
Common Stock	05/11/2010		S		437	D	$ 5.24 ⁽¹⁾	28,588	I	By Redpoint Technology Partners A-I, L.P. ⁽⁶⁾
Common Stock	05/12/2010		S		643	D	$ 5.28 ⁽²⁾	27,945	I	By Redpoint Technology Partners A-I, L.P. ⁽⁶⁾
Common Stock	05/13/2010		S		55	D	$ 5.3 ⁽³⁾	27,890	I	By Redpoint Technology Partners A-I, L.P. ⁽⁶⁾
Common Stock	05/11/2010		S		1,210	D	$ 5.24 ⁽¹⁾	158,592	I	By Redpoint Associates II, LLC ⁽⁷⁾
Common Stock	05/12/2010		S		1,779	D	$ 5.28 ⁽²⁾	156,813	I	By Redpoint Associates II, LLC ⁽⁷⁾
Common Stockl	05/13/2010		S		152	D	$ 5.3 ⁽³⁾	156,661	I	By Redpoint Associates II, LLC ⁽⁷⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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
(Month/Day/Year)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
WALECKA JOHN L 3000 SAND HILL ROAD BUILDING 2, SUITE 290 MENLO PARK, CA 94025	X

Signatures

/s/ John L. Walecka		05/13/2010
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $5.20 to $5.28 per share. The Reporting Person undertakes to provide, upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
(2)	Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $5.25 to $5.33 per share. The Reporting Person undertakes to provide, upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
(3)	Price reflected is the weighted-average sale price for shares sold. The range of sale prices for the transactions reported was $5.30 to $5.32 per share. The Reporting Person undertakes to provide, upon request by the SEC staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
(4)	The Reporting Person is a Managing Director of Redpoint Ventures II, LLC ("RV II LLC"), which serves as the general partner of Redpoint Ventures II, L.P. ("RV II LP"), and shares voting and investment power over the shares held by RV II LP. The Reporting Person disclaims beneficial ownership of the shares held by RV II LP except to the extent of his proportionate pecuniary interest therein.
(5)	The Reporting Person is a Managing Director of Redpoint Ventures I, LLC ("RV I LLC"), which serves as the general partner of Redpoint Technology Partners Q-I, L.P. ("RTP Q-1"), and shares voting and investment power over the shares held by RTP Q-1. The Reporting Person disclaims beneficial ownership of the shares held by RTP Q-1 except to the extent of his proportionate pecuniary interest therein.
(6)	The Reporting Person is a Managing Director of RV I LLC, which serves as the general partner of Redpoint Technology Partners A-I, L.P. ("RTP A-1"), and shares voting and investment power over the shares held by RTP A-1. The Reporting Person disclaims beneficial ownership of the shares held by RTP A-1 except to the extent of his proportionate pecuniary interest therein.
(7)	The Reporting Person is a Managing Director of RV II LLC, which serves as the manager of Redpoint Associates II, LLC ("RA II"), and shares voting and investment power over the shares held by RA II. The Reporting Person disclaims beneficial ownership of the shares held by RA II except to the extent of his proportionate pecuniary interest therein.

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