FORM 4
[ X ] 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
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

MOHR MARSHALL 		2. Issuer Name and Ticker or Trading Symbol

ATHEROS COMMUNICATIONS INC [ ATHR ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O ATHEROS COMMUNICATIONS, INC., 1700 TECHNOLOGY DRIVE 		3. Date of Earliest Transaction (MM/DD/YYYY)

5/24/2011
(Street)

SAN JOSE,, CA 95110
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   5/24/2011     D    12000   D $45.00   (1) 0   D  
 
Common Stock   5/24/2011     D    1000   D $45.00   (1) 0   I   As custodian for son  
Common Stock   5/24/2011     D    1000   D $45.00   (1) 0   I   As custodian for son  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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
Director Stock Options (right to buy)   $12.29   5/24/2011     D         7500      (2) 5/18/2014   Common Stock   7500   $32.71   (3) 0   D  
 
Director Stock Options (right to buy)   $8.53   5/24/2011     D         7500      (2) 5/24/2015   Common Stock   7500   $36.47   (3) 0   D  
 
Director Stock Options (right to buy)   $21.15   5/24/2011     D         7500      (2) 5/24/2016   Common Stock   7500   $23.85   (3) 0   D  
 
Director Stock Options (right to buy)   $29.15   5/24/2011     D         7500      (2) 5/22/2017   Common Stock   7500   $15.85   (3) 0   D  
 
Director Stock Options (right to buy)   $31.39   5/24/2011     D         7500      (4) 5/22/2018   Common Stock   7500   $13.61   (3) 0   D  
 
Director Stock Options (right to buy)   $16.04   5/24/2011     D         7500      (5) 5/21/2019   Common Stock   7500   $28.96   (3) 0   D  
 
Director Stock Options (right to buy)   $33.12   5/24/2011     D         7500      (6) 5/23/2020   Common Stock   7500   $11.88   (3) 0   D  
 

Explanation of Responses:
( 1)  Disposed of pursuant to that certain Agreement and Plan of Merger dated as of January 5, 2011 (the "Merger Agreement"), by and among Atheros Communications, Inc., a Delaware corporation (the "Issuer"), Qualcomm Incorporated, a Delaware corporation ("Qualcomm"), and T Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Qualcomm ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer with the Issuer surviving the merger as a wholly owned subsidiary of Qualcomm (the "Merger"), in exchange for $45.00 per share on the effective date of the Merger.
( 2)  The options are fully vested and exercisable.
( 3)  This option was cancelled and converted into the right to receive a cash payment equal to the number of shares of the Issuer's common stock underlying this option multiplied by the amount, if any, that $45.00 exceeded the exercise price of this option, less any applicable withholding taxes, pursuant to the Merger Agreement.
( 4)  The options become exercisable in 48 equal monthly installments commencing on 6/23/2008. All of the options became exercisable upon the effective date of the Merger.
( 5)  The options become exercisable in 48 equal monthly installments commencing on 6/22/2009. All of the options became exercisable upon the effective date of the Merger.
( 6)  The options become exercisable in 48 equal monthly installments commencing on 6/24/2010. All of the options became exercisable upon the effective date of the Merger.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
MOHR MARSHALL
C/O ATHEROS COMMUNICATIONS, INC.
1700 TECHNOLOGY DRIVE
SAN JOSE,, CA 95110 		X



Signatures
Bruce P. Johnson, Attorney-in-fact 5/24/2011
** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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