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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Lyle David
  2. Issuer Name and Ticker or Trading Symbol
ENTROPIC COMMUNICATIONS INC [ENTR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
(Last)
(First)
(Middle)
6290 SEQUENCE DRIVE
3. Date of Earliest Transaction (Month/Day/Year)
04/30/2015
(Street)

SAN DIEGO, CA 92121
4. If Amendment, Date 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
(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)
Code V Amount (A) or (D) Price
Common Stock 04/30/2015   D   48,893 D (1) 0 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy) $ 1.99 04/30/2015   D     59,823   (2) 03/19/2018 Common Stock 59,823 (2) 0 D  
Non-Qualified Stock Option (right to buy) $ 2.41 04/30/2015   D     100,000   (3) 05/21/2019 Common Stock 100,000 (3) 0 D  
Non-Qualified Stock Option (right to buy) $ 3.86 04/30/2015   D     90,000   (4) 04/11/2024 Common Stock 90,000 (4) 0 D  
Non-Qualified Stock Option (right to buy) $ 4.11 04/30/2015   D     78,000   (5) 04/12/2023 Common Stock 78,000 (5) 0 D  
Non-Qualified Stock Option (right to buy) $ 4.86 04/30/2015   D     200,000   (6) 04/08/2020 Common Stock 200,000 (6) 0 D  
Non-Qualified Stock Option (right to buy) $ 5.1 04/30/2015   D     69,000   (7) 04/13/2022 Common Stock 69,000 (7) 0 D  
Non-Qualified Stock Option (right to buy) $ 7.45 04/30/2015   D     105,000   (8) 04/13/2021 Common Stock 105,000 (8) 0 D  
Restricted Stock Unit (9) 04/30/2015   D     158,700   (9)   (9) Common Stock 158,700 (9) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Lyle David
6290 SEQUENCE DRIVE
SAN DIEGO, CA 92121
      Chief Financial Officer  

Signatures

 By: Lance W. Bridges, as attorney-in-fact For: David B. Lyle   05/04/2015
**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) Disposed of pursuant to the Agreement and Plan of Merger and Reorganization dated as of February 3, 2015 (the Merger Agreement, and the transactions contemplated therein, the Merger), by and among the Issuer, MaxLinear, Inc. (MaxLinear), Excalibur Acquisition Corporation and Excalibur Subsidiary, LLC, whereby each share of Issuer common stock was canceled in exchange for a cash payment of $1.20 per share and .2200 of a share of MaxLinear Class A Common Stock, with fractional shares being paid in cash. The market value of MaxLinear Class A Common Stock received under the Merger Agreement was $8.53 per share on the effective date of the Merger.
(2) The option which vested over a four year period from the date of grant and is fully-vested and exercisable, was assumed by MaxLinear in the Merger and replaced with an option to purchase 21,430 shares of MaxLinear Class A Common Stock with an exercise price of $5.56 per share.
(3) The option which vested over a four year period from the date of grant and is fully-vested and exercisable, was assumed by MaxLinear in the Merger and replaced with an option to purchase 35,822 shares of MaxLinear Class A Common Stock with an exercise price of $6.73 per share.
(4) 1/4th of the shares vest one year after the Vesting Commencement Date beginning 4/11/14. 1/48th of the shares vest monthly thereafter over the next three years. The option was assumed by MaxLinear in the Merger and replaced with an option to purchase 32,240 shares of MaxLinear Class A Common Stock with an exercise price of $10.78 per share.
(5) 1/4th of the shares vested one year after the Vesting Commencement Date beginning 4/12/13. 1/48th of the shares vest monthly thereafter over the next three years. The option was assumed by MaxLinear in the Merger and replaced with an option to purchase 27,941 shares of MaxLinear Class A Common Stock with an exercise price of $11.48 per share.
(6) The option which vested over a four year period from the date of grant and is fully-vested and exercisable, was assumed by MaxLinear in the Merger and replaced with an option to purchase 71,645 shares of MaxLinear Class A Common Stock with an exercise price of $13.57 per share.
(7) 1/4th of the shares vested one year after the Vesting Commencement Date beginning 4/13/12. 1/48th of the shares vest monthly thereafter over the next three years. The option was assumed by MaxLinear in the Merger and replaced with an option to purchase 24,717 shares of MaxLinear Class A Common Stock with an exercise price of $14.24 per share.
(8) The option which vested over a four year period from the date of grant and is fully-vested and exercisable, was assumed by MaxLinear in the Merger and replaced with an option to purchase 37,613 shares of MaxLinear Class A Common Stock with an exercise price of $20.80 per share.
(9) The RSU represents a contingent right to receive Issuer common stock on a one-for-one basis. The RSU, which vests in equal annual installments, was assumed by MaxLinear in the Merger and converted into restricted stock units representing a contingent right to receive an aggregate of 56,850 shares of the Class A Common Stock of MaxLinear on the same terms and conditions (including with respect to vesting and exercisability) as were applicable to the RSU prior to the consummation of the Merger.

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