Statement of Changes of Beneficial Ownership


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
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

CREER FRANK
2. Issuer Name and Ticker or Trading Symbol

DIVX INC [ DIVX ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

241 S. FIGUEROA STREET, SUITE 340
3. Date of Earliest Transaction (MM/DD/YYYY)

9/27/2006
(Street)

LOS ANGELES, CA 90012
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   9/27/2006     C    2389862   A   (1) 2988642   I   See Footnote   (4)
Common Stock   9/27/2006     C    4104797   A   (2) 7093439   I   See Footnote   (5)
Common Stock   9/27/2006     C    613377   A   (3) 7706816   I   See Footnote   (6)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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
Series A Preferred Stock     (1) 9/27/2006           3200012      (1)   (1) Common Stock   2389862   $0   0   I   See Footnote   (4)
Series B Preferred Stock     (2) 9/27/2006           8209596      (2)   (2) Common Stock   4104797   $0   0   I   See Footnote   (5)
Series C Preferred Stock     (3) 9/27/2006           1226758      (3)   (3) Common Stock   613377   $0   0   I   See Footnote   (6)

Explanation of Responses:
( 1)  Each one share of Series A Preferred Stock converted into 0.7469 shares of the Issuer's common stock and had no expiration date.
( 2)  Each two shares of Series B Preferred Stock converted into one share of the Issuer's common stock and had no expiration date.
( 3)  Each two shares of Series C Preferred Stock converted into one share of the Issuer's common stock and had no expiration date.
( 4)  See attached Exhibit 99.1
( 5)  See attached Exhibit 99.1
( 6)  See attached Exhibit 99.1

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
CREER FRANK
241 S. FIGUEROA STREET, SUITE 340
LOS ANGELES, CA 90012
X X


Signatures
/s/ Frank M. Creer 9/29/2006
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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Exhibit 99.1

(4)  The shares of Common Stock issuable upon conversion of the Series A Preferred Stock are held directly by the Reporting Persons as follows: 1,792,400 shares held by Zone Venture Fund II, L.P., 298,731 shares held by Draper Atlantic Venture Fund II, L.P., and 298,731 shares held by the Timothy Draper Living Trust.  In their capacities as officers, managers and trustees of certain of the afore listed reporting entities and trusts, each of Frank Creer, Timothy Draper, John Backus, Jim Lynch, Thanasis Delistathis and Melissa Draper may be deemed to beneficially own the shares.  Each of Frank Creer, Timothy Draper, John Backus, Jim Lynch, Thanasis Delistathis and Melissa Draper disclaim beneficial ownership of these shares except to the extent of his or her pecuniary interest therein.

 

(5)   The shares of Common Stock issuable upon conversion of the Series B Preferred Stock are held directly by the Reporting Persons as follows: 2,561,506 shares held by Zone Venture Fund II, L.P., 1,116,378 shares held by Draper Atlantic Venture Fund II, L.P., 316,721 shares held by the Timothy Draper Living Trust, and 110,192 shares held by JABE, LLC.  In their capacities as officers, managers and trustees of certain of the afore listed reporting entities and trusts, each of Frank Creer, Timothy Draper, John Backus, Jim Lynch, Thanasis Delistathis and Melissa Draper may be deemed to beneficially own the shares.  Each of Frank Creer, Timothy Draper, John Backus, Jim Lynch, Thanasis Delistathis and Melissa Draper disclaim beneficial ownership of these shares except to the extent of his or her pecuniary interest therein.

 

(6)   The shares of Common Stock issuable upon conversion of the Series C Preferred Stock are held directly by the Reporting Persons as follows: 215,220 shares held by Zone Venture Fund II, L.P., 64,566 shares held by Draper Atlantic Venture Fund, L.P., 129,132 shares held by Draper Atlantic Venture Fund II, L.P., 150,654 shares held by Draper Atlantic Opportunity Fund, L.P., and 53,805 shares held by the Timothy Draper Living Trust.  In their capacities as officers, managers and trustees of certain of the afore listed reporting entities and trusts, each of Frank Creer, Timothy Draper, John Backus, Jim Lynch, Thanasis Delistathis and Melissa Draper may be deemed to beneficially own the shares.  Each of Frank Creer, Timothy Draper, John Backus, Jim Lynch, Thanasis Delistathis and Melissa Draper disclaim beneficial ownership of these shares except to the extent of his or her pecuniary interest therein.