SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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: February 28, 2011 Estimated average burden hours per response 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* BATTERY VENTURES V LP (Last) (First) (Middle) 901 Mariner's Island Blvd., Suite 475 (Street) San Mateo CA 94404 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol SIGMATEL INC [ SGTL ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 09/24/2003
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock ( 1 )	09/24/2003		C		2,934,219	A	$0 ( 2 )	2,934,219	D ( 3 )
Common Stock	09/24/2003		C		296,877	A	$0 ( 2 )	296,877	D ( 4 )
Common Stock	09/24/2003		C		67,540	A	$0 ( 2 )	67,540	D ( 5 )
Common Stock	09/24/2003		C		284,925	A	$0 ( 2 )	284,925	D ( 3 )
Common Stock	09/24/2003		C		28,828	A	$0 ( 2 )	28,828	D ( 4 )
Common Stock	09/24/2003		C		6,558	A	$0 ( 2 )	6,558	D ( 5 )
Common Stock	09/24/2003		C		208,086	A	$0 ( 2 )	208,086	D ( 3 )
Common Stock	09/24/2003		C		21,054	A	$0 ( 2 )	21,054	D ( 4 )
Common Stock	09/24/2003		C		4,790	A	$0 ( 2 )	4,790	D ( 5 )
Common Stock	09/24/2003		C		2,002,870	A	$0 ( 2 )	2,002,870	D ( 3 )
Common Stock	09/24/2003		C		127,843	A	$0 ( 2 )	127,843	D ( 4 )
Common Stock	09/24/2003		C		43,483	A	$0 ( 2 )	43,483	D ( 5 )
Common Stock								48,502	D ( 3 )
Common Stock								3,096	D ( 4 )
Common Stock								1,053	D ( 5 )
Common Stock	09/24/2003		X		121,467	A	$0	121,467	D ( 3 )
Common Stock	09/24/2003		X		12,289	A	$0	12,289	D ( 4 )
Common Stock	09/24/2003		X		2,795	A	$0	2,795	D ( 5 )

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant right to buy	$2.57	09/24/2003		X			121,467	04/10/2001	04/10/2006	Common Stock	121,467 ( 6 )	$0 ( 11 )	0	D ( 3 )
Warrant right to buy	$2.57	09/24/2003		X			12,289	04/10/2001	04/10/2006	Common Stock	12,289 ( 6 )	$0 ( 11 )	0	D ( 4 )
Warrant right to buy	$2.57	09/24/2003		X			2,795	04/10/2001	04/10/2006	Common Stock	2,795 ( 6 )	$0 ( 11 )	0	D ( 5 )
10% Convertible Debentures due 2006	$2.57	09/24/2003		C			208,086	04/10/2001	04/10/2006	Common Stock	208,086	$0 ( 11 )	0	D ( 3 )
10% Convertible Debentures due 2006	$2.57	09/24/2003		C			21,054	04/10/2001	04/10/2006	Common Stock	21,054	$0 ( 11 )	0	D ( 4 )
10% Convertible Debentures due 2006	$2.57	09/24/2003		C			4,790	04/10/2001	04/10/2006	Common Stock	4,790	$0 ( 11 )	0	D ( 5 )
Series F Convertible Preferred Stock	$0 ( 8 )	09/24/2003		C			3,302,691	08/06/1999	08/08/1988 ( 7 )	Common Stock	2,934,219	$0 ( 11 )	0	D ( 3 )
Series F Convertible Preferred Stock	$0 ( 8 )	09/24/2003		C			334,158	08/06/1999	08/08/1988 ( 7 )	Common Stock	296,877	$0 ( 11 )	0	D ( 4 )
Series F Convertible Preferred Stock	$0 ( 8 )	09/24/2003		C			76,022	08/06/1999	08/08/1988 ( 7 )	Common Stock	67,540	$0 ( 11 )	0	D ( 5 )
Series H Convertible Preferred Stock	$0 ( 9 )	09/24/2003		C			374,537	08/15/2000	08/08/1988 ( 7 )	Common Stock	284,925	$0 ( 11 )	0	D ( 3 )
Series H Convertible Preferred Stock	$0 ( 9 )	09/24/2003		C			37,895	08/15/2000	08/08/1988 ( 7 )	Common Stock	28,828	$0 ( 11 )	0	D ( 4 )
Series H Convertible Preferred Stock	$0 ( 9 )	09/24/2003		C			8,621	08/15/2000	08/08/1988 ( 7 )	Common Stock	6,558	$0 ( 11 )	0	D ( 5 )
Series J Convertible Preferred Stock	$0 ( 10 )	09/24/2003		C			2,403,444	02/21/2003	08/08/1988 ( 7 )	Common Stock	2,002,870	$0 ( 11 )	0	D ( 3 )
Series J Convertible Preferred Stock	$0 ( 10 )	09/24/2003		C			153,412	02/21/2003	08/08/1988 ( 7 )	Common Stock	127,843	$0 ( 11 )	0	D ( 4 )
Series J Convertible Preferred Stock	$0 ( 10 )	09/24/2003		C			52,180	02/21/2003	08/08/1988 ( 7 )	Common Stock	43,483	$0 ( 11 )	0	D ( 5 )

1. Name and Address of Reporting Person* BATTERY VENTURES V LP (Last) (First) (Middle) 901 Mariner's Island Blvd., Suite 475 (Street) San Mateo CA 94404 (City) (State) (Zip)

1. Name and Address of Reporting Person* LAWLER KENNETH P (Last) (First) (Middle) Battery Ventures 901 Mariner's Island Blvd., Suite 475 (Street) San Mateo CA 94404 (City) (State) (Zip)

1. Name and Address of Reporting Person* FRISBIE RICHARD D (Last) (First) (Middle) 901 Mariner's Island Blvd., Suite 475 (Street) San Mateo CA 94404 (City) (State) (Zip)

1. Name and Address of Reporting Person* DAGRES TODD A (Last) (First) (Middle) 901 Mariner's Island Blvd., Suite 475 (Street) San Mateo CA 94404 (City) (State) (Zip)

1. Name and Address of Reporting Person* CROTTY THOMAS J (Last) (First) (Middle) 901 Mariner's Island Blvd., Suite 475 (Street) San Mateo CA 94404 (City) (State) (Zip)

1. Name and Address of Reporting Person* CURME OLIVER D (Last) (First) (Middle) 901 Mariner's Island Blvd., Suite 475 (Street) San Mateo CA 94404 (City) (State) (Zip)

1. Name and Address of Reporting Person* ANDERSON HOWARD (Last) (First) (Middle) 901 Mariner's Island Blvd., Suite 475 (Street) San Mateo CA 94404 (City) (State) (Zip)

1. Name and Address of Reporting Person* BATTERY INVESTMENT PARTNERS V LLC (Last) (First) (Middle) 901 Mariner's Island Blvd., Suite 475 (Street) San Mateo CA 94404 (City) (State) (Zip)

1. Name and Address of Reporting Person* BATTERY VENTURES CONVERGENCE FUND L P (Last) (First) (Middle) 901 MARINER'S ISLAND BLVD., SUITE 475 (Street) SAN MATEO CA 94404 (City) (State) (Zip)

Explanation of Responses:

1. This report is filed jointly by the following entities and individuals, all of which are direct or indirect 10% owners, and all of which are members of a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended: Battery Ventures V, L.P., Battery Ventures Convergence Fund, L.P., Battery Investment Partners V, L.L.C. (collectively, the "funds"), Battery Partners V, LLC, Battery Convergence Partners, LLC, Howard Anderson, Richard D. Frisbie, Oliver D. Curme, Thomas J. Crotty, Kenneth P. Lawler and Todd A. Dagres. In addition, Kenneth P. Lawler currently serves as a representative on SigmaTel, Inc.'s board of directors.

2. These securities were received upon the automatic conversion of shares of preferred stock held by the reporting person upon the closing of SigmaTel's initial public offering.

3. The reported securities are owned directly by Battery Ventures V, L.P., and indirectly by Battery Partners V, LLC, as general partner of Battery Ventures V, L.P. The managing members of Battery Partners V, LLC are Richard D. Frisbie, Oliver D. Curme, Thomas J. Crotty, Kenneth P. Lawler, and Todd A. Dagres, who hold voting and dispositive power for the securities held by Battery Ventures V, L.P. Each of Mr. Frisbie, Curme, Crotty, Lawler, and Dagres disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

4. The reported securities are owned directly by Battery Ventures Convergence Fund, L.P., and indirectly by Battery Convergence Partners, LLC, as general partner of Battery Ventures Convergence Fund, L.P. The managing members of Battery Convergence Partners, LLC are Howard Anderson, Richard D. Frisbie, Oliver D. Curme, Thomas J. Crotty, Kenneth P. Lawler, and Todd A. Dagres who hold voting and dispositive power for the securities held by Battery Ventures Convergence Fund, L.P. Each of Mr. Anderson, Frisbie, Curme, Crotty, Lawler, and Dagres disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

5. The reported securities are owned directly by Battery Investment Partners V, L.L.C. The managers of Battery Investment Partners V, L.L.C. are Richard D. Frisbie, Oliver D. Curme, and Thomas J. Crotty who hold voting and dispositive power for the securities held by Battery Investment Partners V, L.L.C. Each of Mr. Frisbie, Curme, and Crotty disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

6. These warrants were exercised pursuant to a net exercise provision which allowed the holders to exercise the warrants without making a cash payment and instead to receive an amount of shares determined by subtracting from the total number of shares for which the warrants were exercisable, the number of shares which had an aggregate value equal to the aggregate exercise price for the warrants at the time of exercise.

7. The data "08/08/1988" was entered in this box pursuant to instructions from the Securities and Exchange Commission because this particular box may not be left blank. These securities are Serial Preferred Stock of SigmaTel and do not expire on a specified date. As is reported in this Form 4, these securities automatically converted into shares of SigmaTel's Common Stock upon the effectiveness of SigmaTel's initial public offering.

8. The securities converted into Common Stock at a ratio of .89 shares of Common Stock for each share of Series F Convertible Preferred Stock.

9. The securities converted into Common Stock at a ratio of .76 shares of Common Stock for each share of Series H Convertible Preferred Stock.

10. The securities converted into Common Stock at a ratio of .83 shares of Common Stock for each share of Series J Convertible Preferred Stock.

11. There is no stated purchase or sales price related to the reported transaction. The reported transaction is an exercise or conversion of a derivative security.

Remarks:

Exhibit List Exhibit 99 Joint Filer Information

	Battery Ventures V, L.P., By: /s/ Christopher A. Hanson, as Attorney-in-Fact for Rick Frisbie, as Managing Member of Battery Partners V, LLC	09/24/2003
	** Signature of Reporting Person	Date
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