SEC FORM 3

SEC Form 3

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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1. Name and Address of Reporting Person^*

BATTERY VENTURES V LP

(Last)

(First)

(Middle)

901 Mariner's Island Blvd., Suite 475

(Street)

San Mateo

94404

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/16/2003

3. Issuer Name and Ticker or Trading Symbol
SIGMATEL INC [ SGTL ]

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

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

5. 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 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)
Common Stock ^{( 1 )}	48,502	D ^{( 2 )}
Common Stock	3,096	D ^{( 3 )}
Common Stock	1,053	D ^{( 4 )}

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: 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	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series F Convertible Preferred Stock	08/06/1999 ^{( 5 )}	08/08/1988 ^{( 6 )}	Common Stock	2,934,219	0 ^{( 7 )}	D ^{( 2 )}
Series F Convertible Preferred Stock	08/06/1999 ^{( 5 )}	08/08/1988 ^{( 6 )}	Common Stock	296,877	0 ^{( 7 )}	D ^{( 3 )}
Series F Convertible Preferred Stock	08/06/1999 ^{( 5 )}	08/08/1988 ^{( 6 )}	Common Stock	67,540	0 ^{( 7 )}	D ^{( 4 )}
Series H Convertible Preferred Stock	08/15/2000 ^{( 5 )}	08/08/1988 ^{( 6 )}	Common Stock	284,925	0 ^{( 8 )}	D ^{( 2 )}
Series H Convertible Preferred Stock	08/15/2000 ^{( 5 )}	08/08/1988 ^{( 6 )}	Common Stock	28,828	0 ^{( 8 )}	D ^{( 3 )}
Series H Convertible Preferred Stock	08/15/2000 ^{( 5 )}	08/08/1988 ^{( 6 )}	Common Stock	6,558	0 ^{( 8 )}	D ^{( 4 )}
Series J Convertible Preferred Stock	02/21/2003 ^{( 5 )}	08/08/1988 ^{( 6 )}	Common Stock	2,002,870	0 ^{( 9 )}	D ^{( 2 )}
Series J Convertible Preferred Stock	02/21/2003 ^{( 5 )}	08/08/1988 ^{( 6 )}	Common Stock	127,843	0 ^{( 9 )}	D ^{( 3 )}
Series J Convertible Preferred Stock	02/21/2003 ^{( 5 )}	08/08/1988 ^{( 6 )}	Common Stock	43,483	0 ^{( 9 )}	D ^{( 4 )}
10% Convertible Debentures due 2006	04/10/2001 ^{( 5 )}	04/10/2006	Series I Convertible Preferred Stock	505,554	2.57	D ^{( 2 )}
10% Convertible Debentures due 2006	04/10/2001 ^{( 5 )}	04/10/2006	Series I Convertible Preferred Stock	51,151	2.57	D ^{( 3 )}
10% Convertible Debentures due 2006	04/10/2001 ^{( 5 )}	04/10/2006	Series I Convertible Preferred Stock	11,637	2.57	D ^{( 4 )}
Warrant (right to buy)	04/10/2001 ^{( 5 )}	04/10/2006	Series I Convertible Preferred Stock	505,554	2.57	D ^{( 2 )}
Warrant (right to buy)	04/10/2001 ^{( 5 )}	04/10/2006	Series I Convertible Preferred Stock	51,151	2.57	D ^{( 3 )}
Warrant (right to buy)	04/10/2001 ^{( 5 )}	04/10/2006	Series I Convertible Preferred Stock	11,637	2.57	D ^{( 4 )}

1. Name and Address of Reporting Person^*

BATTERY VENTURES V LP

(Last)

(First)

(Middle)

901 Mariner's Island Blvd., Suite 475

(Street)

San Mateo

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

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

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

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

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

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

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

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

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. All of these funds also may be deemed a director by virtue of their right to nominate a representative to serve on SigmaTel's board of directors. Kenneth P. Lawler currently serves as these funds' representative on SigmaTel's board of directors.

2. 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.

3. 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.

4. 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 Cortty disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

5. These securities are immediately exercisable.

6. The data "08/08/1988" was entered 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. These securities will automatically convert into shares of SigmaTel's Common Stock upon the effectivness of SigmaTel's initial public offering.

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

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

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

Remarks:

Exhibit List Exhibit 99 Joint Filer Information

	By: Batter Ventures V, L.P., /s/ Christopher G. Hanson as attorney-in-fact for Rick Frisbie, as Managing Member of Batter Partners V, LLC	09/16/2003
	** Signature of Reporting Person	Date
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