Edgar Filing: ENTROPIC COMMUNICATIONS INC

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

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

BARUCH THOMAS R

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

(Last)

(First)

(Middle)

ONE EMBARCADERO CENTER, SUITE 3250

3. Date of Earliest Transaction (Month/Day/Year)
12/12/2007

(Street)

SAN FRANCISCO, CA 94111-3600

4. If Amendment, Date Original Filed(Month/Day/Year)
12/14/2007

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	12/12/2007		C		1,232,563	A	⁽¹⁾	1,232,563	I	See Footnote ⁽⁷⁾
Common Stock	12/12/2007		C		155,799	A	⁽¹⁾	155,799	I	See Footnote ⁽⁸⁾
Common Stock	12/12/2007		C		1,654,202	A	⁽¹⁾	2,886,765	I	See Footnote ⁽⁷⁾
Common Stock	12/12/2007		C		209,095	A	⁽¹⁾	364,894	I	See Footnote ⁽⁸⁾
Common Stock	12/12/2007		C		883,899	A	⁽¹⁾	3,770,664	I	See Footnote ⁽⁷⁾
Common Stock	12/12/2007		C		107,677	A	⁽¹⁾	472,571	I	See Footnote ⁽⁸⁾
Common Stock	12/12/2007		C		88,707	A	⁽¹⁾	3,859,371	I	See Footnote ⁽⁷⁾
Common Stock	12/12/2007		C		10,048	A	⁽¹⁾	482,619	I	See Footnote ⁽⁸⁾
Common Stock	12/12/2007		C		1,891,741	A	⁽¹⁾	5,751,112	I	See Footnote ⁽⁷⁾
Common Stock	12/12/2007		C		238,358	A	⁽¹⁾	720,977	I	See Footnote ⁽⁸⁾
Common Stock	12/12/2007		C		889,785	A	⁽¹⁾	6,640,897	I	See Footnote ⁽⁷⁾
Common Stock	12/12/2007		C		112,469	A	⁽¹⁾	833,446	I	See Footnote ⁽⁸⁾
Common Stock	12/12/2007		C		41,530 ⁽¹¹⁾	A	$ 0.4284	6,682,427	I	See Footnote ⁽⁷⁾
Common Stock	12/12/2007		C		5,248 ⁽¹¹⁾	A	$ 0.4284	838,694	I	See Footnote ⁽⁸⁾

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

Series A Convertible Preferred Stock

⁽¹⁾

12/12/2007

1,232,563

⁽¹⁾

Common Stock

1,232,563

$ 0

See Footnote ⁽⁷⁾

Series A Convertible Preferred Stock

⁽¹⁾

12/12/2007

155,799

⁽¹⁾

Common Stock

155,799

$ 0

See Footnote ⁽⁸⁾

Series B Convertible Preferred Stock

⁽²⁾

12/12/2007

1,654,202

⁽²⁾

Common Stock

1,654,202

$ 0

See Footnote ⁽⁷⁾

Series B Convertible Preferred Stock

⁽²⁾

12/12/2007

209,095

⁽²⁾

Common Stock

209,095

$ 0

See Footnote ⁽⁸⁾

Series C Convertible Preferred Stock

⁽³⁾

12/12/2007

883,899

⁽³⁾

Common Stock

883,899

$ 0

See Footnote ⁽⁷⁾

Series C Convertible Preferred Stock

⁽³⁾

12/12/2007

107,677

⁽³⁾

Common Stock

107,677

$ 0

See Footnote ⁽⁸⁾

Series D-1 Convertible Preferred Stock

⁽⁴⁾

12/12/2007

88,707

⁽⁴⁾

Common Stock

88,707

$ 0

See Footnote ⁽⁷⁾

Series D-1 Convertible Preferred Stock

⁽⁴⁾

12/12/2007

10,048

⁽⁴⁾

Common Stock

10,048

$ 0

See Footnote ⁽⁸⁾

Series D-2 Convertible Preferred Stock

⁽⁵⁾

12/12/2007

1,891,741

⁽⁵⁾

Common Stock

1,891,741

$ 0

See Footnote ⁽⁷⁾

Series D-2 Convertible Preferred Stock

⁽⁵⁾

12/12/2007

238,358

⁽⁵⁾

Common Stock

238,358

$ 0

See Footnote ⁽⁸⁾

Series D-3 Convertible Preferred Stock

⁽⁶⁾

12/12/2007

889,785

⁽⁶⁾

Common Stock

889,785

$ 0

See Footnote ⁽⁷⁾

Series D-3 Convertible Preferred Stock

⁽⁶⁾

12/12/2007

112,469

⁽⁶⁾

Common Stock

112,469

$ 0

See Footnote ⁽⁸⁾

Warrants to Purchase Common Stock

$ 0.4284

12/12/2007

44,724

⁽⁹⁾

⁽¹⁰⁾

Common Stock

41,530 ⁽¹¹⁾

$ 0.4284

See Footnote ⁽⁷⁾

Warrants to Purchase Common Stock

$ 0.4284

12/12/2007

5,652

⁽⁹⁾

⁽¹⁰⁾

Common Stock

5,248 ⁽¹¹⁾

$ 0.4284

See Footnote ⁽⁸⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BARUCH THOMAS R ONE EMBARCADERO CENTER SUITE 3250 SAN FRANCISCO, CA 94111-3600	X	X

Signatures

/s/ Lance Bridges, attorney-in-fact for Thomas Baruch		02/07/2008
^**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)	Each 2.7 shares of Series A Preferred Stock converted into one share of the Issuer's common stock upon the filing of the initial public offering for no additional consideration and had no expiration date.
(2)	Each 3.25 shares of Series B Preferred Stock converted into one share of the Issuer's common stock upon the filing of the initial public offering for no additional consideration and had no expiration date.
(3)	Each 3.25 shares of Series C Preferred Stock converted into one share of the Issuer's common stock upon the filing of the initial public offering for no additional consideration and had no expiration date.
(4)	Each 3.25 shares of Series D-1 Preferred Stock converted into one share of the Issuer's common stock upon the filing of the initial public offering for no additional consideration and had no expiration date.
(5)	Each 3.25 shares of Series D-2 Preferred Stock converted into one share of the Issuer's common stock upon the filing of the initial public offering for no additional consideration and had no expiration date.
(6)	Each 3.25 shares of Series D-3 Preferred Stock converted into one share of the Issuer's common stock upon the filing of the initial public offering for no additional consideration and had no expiration date.
(7)	By CMEA Ventures Information Technology II, L.P. Thomas Baruch, a member of the Issuer's board of directors is a general partner of CMEA Ventures IT Management II, L.P. the sole general partner of CMEA Ventures Information Technology II, L.P. and has voting and investment power over the shares held by CMEA Ventures Information Technology II, L.P. Mr. Baruch disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
(8)	By CMEA Ventures Information Technology, II, Civil Law Partnership. Thomas Baruch, a member of the Issuer's board of directors is a general partner of CMEA Ventures IT Management II, L.P. the sole managing partner of CMEA Ventures Information Technology II, L.P. and has voting and investment power over the shares held by CMEA Ventures Information Technology, II, Civil Law Partnership. Mr. Baruch disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
(9)	Warrants became exercisable on September 9, 2003.
(10)	Warrants to purchase common stock terminated upon closing of a public offering.
(11)	Warrants were net exercised resulting in fewer shares being issued than if they had been paid for with cash.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.