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 *
BARUCH THOMAS R
  2. Issuer Name and Ticker or Trading Symbol
ENTROPIC COMMUNICATIONS INC [ENTR]
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 CMEA CAPITAL, ONE EMBARCADERO CENTER, SUITE 3250
3. Date of Earliest Transaction (Month/Day/Year)
02/23/2011
(Street)

SAN FRANCISCO, CA 94111
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 02/23/2011 02/23/2011 J(1)   902,534 (2) D $ 9.21 3,610,139 I By CMEA Ventures Information Technology II, L.P. and CMEA Ventures Information Technology II, CLP (3)
Common Stock 02/23/2011 02/23/2011 J(4)   3,265 A $ 9.21 97,667 (5) 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

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
BARUCH THOMAS R
C/O CMEA CAPITAL
ONE EMBARCADERO CENTER, SUITE 3250
SAN FRANCISCO, CA 94111
  X      

Signatures

 /s/ Thomas R. Baruch, Thomas R. Baruch   02/25/2011
**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) Pro rata distribution of shares.
(2) Consists of 801,891 shares being disposed of by CMEA Ventures Information Technology II, L.P. and 100,643 shares being disposed of by CMEA Ventures Information Technology II, Civil Law Partnership, less the 3,265 shares being distributed to Thomas R. Baruch.
(3) Consists of securities held directly by CMEA Ventures Information Technology II, L.P. and CMEA Ventures Information Technology II, Civil Law Partnership (collectively, "CMEA 4"). CMEA Ventures IT Management II, L.P. ("CMEA 4 GP") is the sole general partner of CMEA 4. Thomas R. Baruch ("Baruch") is a general partner of CMEA 4 GP. Each of CMEA 4 GP and Baruch may be deemed to beneficially own the shares held by CMEA 4, but each of CMEA 4 GP and Baruch disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein.
(4) Acquisition of pro rata share of distribution.
(5) Consists of 11,476 shares of Common Stock and options to purchase an additional 86,191 shares of Common Stock but does not include 3,610,139 shares of Common Stock held directly by CMEA 4.

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