Edgar Filing: GROSSER ADAM

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â GROSSER ADAM

2. Date of Event Requiring Statement (Month/Day/Year)
10/28/2004

3. Issuer Name and Ticker or Trading Symbol
ATHEROS COMMUNICATIONS INC [ATHR]

(Last)

(First)

(Middle)

70 WILLOW ROAD, SUITE 200

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

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

5. If Amendment, Date Original Filed(Month/Day/Year)
02/12/2004

(Street)

MENLO PARK,Â CAÂ 94025

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 Beneficially Owned

1.Title of Security
(Instr. 4)

2. Amount of Securities Beneficially Owned
(Instr. 4)

3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)

4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Convertible Preferred Stock	02/11/2004	Â ⁽¹⁾	Common	4,250,000	$ ⁽⁴⁾	I	By Foundation Capital II, L.P. ⁽²⁾
Series A Convertible Preferred Stock	02/11/2004	Â ⁽¹⁾	Common	500,000	$ ⁽⁴⁾	I	By Foundation Capital II Entrepreneurs Fund, LLC ⁽²⁾
Series A Convertible Preferred Stock	02/11/2004	Â ⁽¹⁾	Common	250,000	$ ⁽⁴⁾	I	By Foundation Capital II Principals Fund, LLC ⁽²⁾
Series B Convertible Preferred Stock	02/11/2004	Â ⁽¹⁾	Common	1,128,380	$ ⁽⁴⁾	I	By Foundation Capital II, L.P. ⁽²⁾
Series B Convertible Preferred Stock	02/11/2004	Â ⁽¹⁾	Common	132,750	$ ⁽⁴⁾	I	By Foundation Capital II Entrepreneurs Fund, LLC ⁽²⁾
Series B Convertible Preferred Stock	02/11/2004	Â ⁽¹⁾	Common	66,376	$ ⁽⁴⁾	I	By Foundation Capital II Principals Fund, LLC ⁽²⁾
Series C Convertible Preferred Stock	02/11/2004	Â ⁽¹⁾	Common	1,507,781	$ ⁽⁴⁾	I	By Foundation Capital Leadership Fund, L.P. ⁽³⁾
Series C Convertible Preferred Stock	02/11/2004	Â ⁽¹⁾	Common	40,207	$ ⁽⁴⁾	I	By Foundation Capital Leadership Principals Fund, LLC ⁽³⁾
Series A Convertible Preferred Stock	02/11/2004	Â ⁽¹⁾	Common	100,000	$ ⁽⁴⁾	D ⁽⁵⁾	Â
Common	02/11/2004	Â ⁽¹⁾	Common	80,000	$ ⁽⁶⁾	D ⁽⁵⁾	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
GROSSER ADAM 70 WILLOW ROAD, SUITE 200 MENLO PARK,Â CAÂ 94025	Â	Â X	Â	Â

Signatures

/s/ Adam Grosser		10/28/2004
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	The expiration date is not relevant to the conversion of these securities.
(2)	For additional information on joint filing, see Form 3's filed for William B. Elmore, Foundation Capital Management Co. II, LLC, and FC Leadership Management Co., LLC. James C. Anderson ("Anderson"), Kathryn C. Gould ("Gould"), Paul G. Koontz ("Koontz"), and Michael N. Schuh ("Schuh") are Managers of Foundation Capital Management Co. II, LLC ("FCMII"), which serves as the sole General Partner of Foundation Capital II, L.P. ("FCII") and the sole Manager of Foundation Capital II Entrepreneurs Fund, LLC ("FCIIE") and Foundation Capital II Principals Fund, LLC ("FCIIP"). FCMII exercises sole voting and investment power over the shares owned by FCII, FCIIE, and FCIIP. As Managers of FCIIM, Anderson, Gould, Koontz and Schuh are deemed to share voting and investment powers over the shares held by FCII, FCIIE, and FCIIP. Each member of the group disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.
(3)	For additional information on joint filing, see Form 3's filed for William B. Elmore, Foundation Capital Management Co. II, LLC, and FC Leadership Management Co., LLC. Kathryn C. Gould ("Gould"), Adam Grosser ("Grosser"), Paul G. Koontz ("Koontz"), and Michael N. Schuh ("Schuh") are Managers of FC Leadership Management Co., LLC ("FCLM"), which serves as the sole General Partner of Foundation Capital Leadership Fund, L.P. ("FCL") and the sole Manager of Foundation Capital Leadership Principals Fund, LLC ("FCLP"). FCLM exercises sole voting and investment power over the shares owned by FCL and FCLP. As Managers of FCLM, Gould, Koontz, Schuh and Grosser are deemed to share voting and investment powers over the shares held by FCL and FCLP. Each member of the group disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.
(4)	Each one share of Preferred Stock is convertible into approximately 0.75 shares of Common Stock.
(5)	These securities were inadvertently omitted from the Form 3 that was originally filed as a joint filing by Kathryn C. Gould on 02/12/2004. These shares are solely and directly owned by Adam Grosser. For additional information on joint filing, see Form 3's filed for William B. Elmore, Kathryn C. Gould, Foundation Capital Management Co. II, LLC, and FC Leadership Management Co., LLC.
(6)	Each one share of Common Stock is convertible into approximately 0.75 shares of Common Stock.

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