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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.____________)*
ATHEROS COMMUNICATIONS INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
04743P108
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(CUSIP Number)
January 31, 2007
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[x] Rule 13d-1(b)
[_] Rule 13d-1(c)
[_] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
PERSONS WHO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE
NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL
NUMBER.
CUSIP No. 04743P108
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Fred Alger Management, Inc. 13-2510833
Fred M. Alger III 378-40-9572
Fred Alger & Company, Incorporated 13-2665689
Alger Associates, Incorporated 13-3017981
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [x]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
New York, New York
NUMBER OF 5. SOLE VOTING POWER
SHARES 3,302,000
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY -0-
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 3,302,000
PERSON 8. SHARED DISPOSITIVE POWER
WITH: -0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,302,000
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.27%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
Fred Alger Management, Inc. IA
Fred M. Alger III HC
Fred Alger & Company, Incorporated BD
Alger Associates, Incorporated HC
CUSIP No. 04743P108
Item 1(a). Name of Issuer:
ATHEROS COMMUNICATIONS INC.
Item 1(b). Address of Issuer's Principal Executive Offices:
5480 Great America Parkway
Santa Clara, CA 95054-3644
Item 2(a). Name of Person Filing:
1. Fred Alger Management, Inc.*
2. Fred M. Alger III
3. Fred Alger & Company, Incorporated
4. Alger Associates, Incorporated
Item 2(b). Address of Principal Business Office, or if None, Residence:
1., 2., 3. and 4. 111 Fifth Avenue, New York, NY 10003
Item 2(c). Citizenship:
1., 3. and 4. New York
2. St. Kitts
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
04743P108
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or
(c), Check Whether the Person Filing is a:
(a) [_] Broker or dealer registered under Section 15 of the Act (15
U.S.C. 78o).
(b) [_] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78o).
(c) [_] Insurance company as defined in Section 3(a)(19) of the Act (15
U.S.C. 78o).
(d) [_] Investment company registered under Section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
(e) [x] An investment adviser in accordance with
s240.13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in accordance with
s240.13d-1(b)(1)(ii)(F);
(g) [_] A parent holding company or control person in accordance with
s240.13d-1(b)(1)(ii)(G);
(h) [_] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) [_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment Company
Act of 1940 (15 U.S.C. 80a-3);
(j) [_] Group, in accordance with s240.13d-1(b)(1)(ii)(J).
* By virtue of the Alger family's ownership of a controlling interest in Alger
Associates, which directly owns Fred Alger & Company, Incorporated and
indirectly owns Fred Alger Management, Inc., ownership of the shares may be
imputed to the Alger Family.
CUSIP No. 04743P108
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
3,302,000
(b) Percent of class:
6.27%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
3,302,000
(ii) Shared power to vote or to direct the vote
-0-
(iii) Sole power to dispose or to direct the disposition of
3,302,000
(iv) Shared power to dispose or to direct the disposition of
-0-
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities check the following [ ].
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
n/a
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company. n/a
Item 8. Identification and Classification of Members of the Group.
n/a
Item 9. Notice of Dissolution of Group.
n/a
Item 10. Certification.
(a) The following certification shall be included if the statement is filed
pursuant to s240.13d-1(b):
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired and are held in the ordinary
course of business and were not acquired and not held for the purpose of or with
the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
FRED ALGER MANAGEMENT, INC.
By: /s/ Hal Liebes
Executive Vice President
February 12, 2007
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See s240.13d-7 for other parties
for whom copies are to be sent.
ATTENTION. INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).