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 * SHIH WILLY C   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 (Month/Day/Year) 05/24/2011 (Street) SAN JOSE,, CA 95110 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 05/24/2011   D   1,500 D $ 45 (1) 0 D

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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

Director Stock Options (right to buy)

$ 23.68

05/24/2011

D

37,500

(2)

11/21/2016

Common Stock

37,500

$ 21.32 (3)

0

D

Director Stock Options (right to buy)

$ 29.15

05/24/2011

D

7,500

(2)

05/22/2017

Common Stock

7,500

$ 15.85 (3)

0

D

Director Stock Options (right to buy)

$ 31.39

05/24/2011

D

7,500

(4)

05/22/2018

Common Stock

7,500

$ 13.61 (3)

0

D

Director Stock Options (right to buy)

$ 16.04

05/24/2011

D

7,500

(5)

05/21/2019

Common Stock

7,500

$ 28.96 (3)

0

D

Director Stock Options (right to buy)

$ 33.12

05/24/2011

D

7,500

(6)

05/23/2020

Common Stock

7,500

$ 11.88 (3)

0

D

Reporting Owners

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

Signatures

Bruce P. Johnson, Attorney-in-fact		05/24/2011
**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 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.

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