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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
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Under the Securities Exchange Act of 1934
(Amendment No. 1)
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Mindspeed Technologies, Inc.
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(Name of Issuer)
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Common Stock, par value $0.01 per share
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(Title of Class of Securities)
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602682205
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(CUSIP Number)
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December 31, 2011
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(Date of Event Which Requires Filing of this Statement)
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
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Artis Capital Management, L.P.
943405314
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) [ ]
(b) [X]
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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California
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
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0
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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[ ]
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11
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9
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0%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN, IA
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ITEM 1(a) -
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NAME OF ISSUER:
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Mindspeed Technologies, Inc.
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ITEM 1(b) -
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ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
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4000 MacArthur Boulevard, East Tower
Newport Beach, California 92660-3095
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ITEM 2(a) -
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NAME OF PERSON FILING:
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This statement is being filed by Artis Capital Management, L.P., a California limited partnership (“Artis”). Artis, a registered investment adviser, serves as investment adviser to various investment funds that directly hold the Common Stock for the benefit of the investors in those funds. Artis Capital Management, Inc. (“Artis Inc.”) is the general partner of Artis. Stuart Peterson (“Mr. Peterson”) is the president of Artis Inc. and the controlling owner of Artis and Artis Inc. By virtue of these relationships, Artis Inc. and Mr. Peterson may be deemed to beneficially own the Common Stock held by the funds; however, the filing of this statement shall not be construed as an admission that Artis Inc. or Mr. Peterson is the beneficial owner of the Common Stock held by the funds.
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ITEM 2(b) -
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ADDRESS OF PRINCIPAL BUSINESS OFFICE:
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One Market Plaza, Steuart Tower, Floor 27, San Francisco, California 94105.
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ITEM 2(c) -
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CITIZENSHIP:
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California
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ITEM 2(d) -
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TITLE OF CLASS OF SECURITIES:
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Common Stock, par value $0.01 per share
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ITEM 2(e) -
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CUSIP NUMBER:
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602682205
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ITEM 3 -
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IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B), OR 13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
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(a)
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[ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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[ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 73c).
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(c)
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[ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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[ ] Investment company registered under section 8 of the Investment Company Act of 1940(15 U.S.C. 80a-8).
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(e)
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[ X] An investment adviser in accordance with §13d-1(b)(1)(ii)(E).
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(f)
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[ ] An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
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(g)
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[ ] A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
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(h)
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[ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
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(i)
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[ ] 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).
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(j)
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[ ] Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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[ ] If this statement is filed pursuant to §240.13d-1(c), check this box.
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ITEM 4 -
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OWNERSHIP:
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The information set forth in Rows 5 through 11 of the cover page to this Schedule 13G is incorporated herein by reference.
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ITEM 5 -
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OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
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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 [X].
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ITEM 6 -
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OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
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Not applicable.
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ITEM 7 -
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IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT COMPANY:
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Not Applicable
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ITEM 8 -
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IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
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Not Applicable
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ITEM 9 -
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NOTICE OF DISSOLUTION OF GROUP:
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Not Applicable
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ITEM 10 -
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CERTIFICATION:
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Inasmuch as the reporting persons are no longer the beneficial owners of more than five percent of the number of shares outstanding, the reporting persons have no further reporting obligation under Section 13(d) of the Securities and Exchange Commission thereunder, and the reporting persons have no obligation to amend this Statement if any material change occurs in the facts set forth herein. By signing below, the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are 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.
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ARTIS CAPITAL MANAGEMENT, L.P.
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By:
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/s/ Robert A. Riemer
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Name: Robert A. Riemer
Title: Chief Financial Officer and Chief Compliance Officer
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