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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1. Name and Address of Reporting Person * Johnson Gary   2. Issuer Name and Ticker or Trading Symbol PortalPlayer, Inc. [PLAY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) 70 W. PLUMERIA DRIVE 3. Date of Earliest Transaction (Month/Day/Year) 02/13/2006 (Street) SAN JOSE, CA 95134 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 02/14/2006   M   2,914 A $ 0.45 64,747 D   Common Stock 02/14/2006   S   2,914 (1) D $ 25.9469 61,833 D   Common Stock 02/14/2006   M   5,690 A $ 0.45 67,523 D   Common Stock 02/14/2006   S   5,690 (1) D $ 25.9469 61,833 D   Common Stock 02/14/2006   M   1,396 A $ 16.68 63,229 D   Common Stock 02/14/2006   S   1,396 (1) D $ 25.9469 61,833 D   Common Stock 02/13/2006   S   15,000 D $ 25.9008 16,553 I By Benhall Trust (2) Common Stock 02/13/2006   S   5,000 D $ 25.9008 6,167 I By TST FBO C Johnson (3) Common Stock 02/13/2006   S   5,000 D $ 25.9008 6,167 I By TST FBO M Johnson (4) Common Stock 02/13/2006   S   15,000 D $ 25.9008 16,553 I By Welby TST (5)

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

Incentive Stock Option (right to buy)

$ 0.45

02/14/2006

M

5,690

12/07/2003

04/30/2013

Common Stock

5,690

$ 25.9469

534,539

D

Non-Qualified Stock Option (right to buy)

$ 0.45

02/14/2006

M

2,914

12/07/2006

04/30/2013

Common Stock

2,914

$ 25.9469

19,142

D

Non-Qualified Stock Option (right to buy)

$ 16.68

02/14/2006

M

1,396

(6)

05/02/2015

Common Stock

1,396

$ 25.9469

14,438

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Johnson Gary 70 W. PLUMERIA DRIVE SAN JOSE, CA 95134	X		President and CEO

Signatures

By: Pulay Mohun, Attorney-in-fact For: Gary Johnson		02/14/2006
**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)	The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 26, 2005.
(2)	By Benhall - (A) Annuity Trust dated June 9, 2004.
(3)	By Johnson Childrens Trust F/B/O Claire Johnson. The shares are held in a trust for the benefit of the reporting person's children. Joel Silberman is the trustee of the trust. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or any other purpose.
(4)	By Johnson Childrens Trust F/B/O Matthew Johnson. The shares are held in a trust for the benefit of the reporting person's children. Joel Silberman is the trustee of the trust. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or any other purpose.
(5)	By Welby - (A) Annuity Trust dated June 9, 2004. The shares are held in a trust for the benefit of the reporting person's wife. The reporting person's wife is trustee of the trust. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or any other purpose.
(6)	The option vests as to 1/48th of the shares monthly over four years.

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