SEC FORM 4

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

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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^*

LAWLER KENNETH P

(Last)

(First)

(Middle)

C/O BATTERY VENTURES

20 WILLIAM STREET

(Street)

WELLESLEY

02481

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

3. Date of Earliest Transaction (Month/Day/Year)
10/14/2004

4. If Amendment, Date of 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

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	10/15/2004		J ^{( 1 )}		564	A	^{( 1 )}	2,225,558	I ^{( 4 )}	See Footnote ^{( 4 )}
Common Stock	10/15/2004		J ^{( 2 )}		68	A	^{( 2 )}	2,225,558	I ^{( 4 )}	See Footnote ^{( 4 )}
Common Stock	10/15/2004		J ^{( 3 )}		1,688	A	^{( 3 )}	2,225,558	I ^{( 4 )}	See Footnote ^{( 4 )}

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Distribution to the members of Battery Partners V, LLC ("BPV") for no consideration. BPV received these shares in a distribution from Battery Ventures V, L.P. ("BV-V"), an entity of which BPV is the general partner.

2. Distribution to the members of Battery Convergence Partners, LLC ("BCP") for no consideration. BCP received these shares in a distribution from Battery Ventures Convergence Fund, L.P. ("Convergence Fund"), an entity of which BCP is the general partner.

3. Distribution to the members of Battery Investment Partners V, LLC ("BIP-V") for no consideration.

4. Includes 2,002,870 shares held by BV-V, 175,228 shares held by Convergence Fund, and 45,140 shares held by BIP-V. The Reporting Person is a managing member of BPV, which is the general partner of BV-V. The Reporting Person is a managing member of BCP, which is the general partner of Convergence Fund. The Reporting Person is a member of BIP-V. Convergence Fund and BIP-V invest alongside BV-V in all investments made by BV-V and, therefore, the Reporting Person may be deemed to beneficially own the shares held of record by BV-V, Convergence Fund and BIP-V. The Reporting Person disclaims beneficial ownership of shares held by BV-V, Convergence Fund and BIP-V except to the extent of his pecuniary interest therein.

	/s/ Christopher Hanson, by power of attorney	10/18/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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