Form of Specimen Certificate for Shares of Common Stock




 Exhibit 4.1 
  


	COMMON STOCK	 	 	 	COMMON STOCK
			
	PAR VALUE $.0001	 	 	 	THIS CERTIFICATE IS TRANSFERRABLE IN NEW YORK, NEW YORK OR CHICAGO, ILLINOIS
			
	Certificate Number	 	 	 	Shares

  
  
 SIGMATEL, INC. 
  
 INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE 
  

	THIS CERTIFIES THAT	 	 	 	CUSIP  82661W  10  7
			
	 	 	 	 	SEE REVERSE FOR CERTAIN DEFINITIONS

  
 is the owner of 
  
 FULLY-PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF 
  
 SigmaTel, Inc., transferable on the books of the Company in person or by duly
authorized attorney, upon surrender of this Certificate properly endorsed. This Certificate and the shares represented hereby, are issued and shall be held subject to all of the provisions of the Certificate of Incorporation, as amended, and the
By-Laws of the Company (copies of which are on file with the Company and with the Transfer Agent), to all of which each holder, by acceptance hereof, assents. This Certificate is not valid unless countersigned and registered by the Transfer Agent
and Registrar. 
  
 Witness the facsimile seal of the Company and the
facsimile signatures of its duly authorized officers. 
  

	/s/  Ronald P. Edgerton	 	 DATED <<Month Day, Year>>

		
	President	 	COUNTERSIGNED AND REGISTERED
	 	 	COMPUTERSHARE INVESTOR SERVICES, LLC.
	 	 	(CHICAGO)
	 	 	TRANSFER AGENT AND REGISTRAR,
	/s/  Ross A. Goolsby	 	  
 By
	  	                                      
                                        
                       
	Secretary	 	 	  	AUTHORIZED SIGNATURE










  
 The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: 
  

	 TEN COM
	 	   –
	 	as tenants in common	 	UNIF GIFT MIN ACT  –	 	                                  Custodian  
                                
	 	 	 	 	 	 	 	 	(Cust)	 	(Minor)
						
	 TEN ENT
	 	   –
	 	as tenants by the entireties	 	 	 	under Uniform Gifts to Minors Act	 	               
	 	 	 	 	 	 	 	 	 	 	(State)
					
	 JT TEN
	 	   –
	 	as joint tenants with right of	 	UNIF TRF MIN ACT	 	                    Custodian (until
age     )                    
	 	 	 	 	survivorship and not as tenants in 	 	 	 	(Cust)	 	(Minor)
	 	 	 	 	common	 	 	 	 	 	 
						
	 	 	 	 	 	 	 	 	under Uniform Transfers to Minors Act	 	               
	 	 	 	 	 	 	 	 	 	 	(State)
	 	 	 	 	Additional abbreviations may also be used though not in the above list.


  
 SIGMATEL, INC. 
  
 THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS, A SUMMARY OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR
OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OF THE COMPANY AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND RIGHTS, AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES, WHICH ARE FIXED BY
THE CERTIFICATE OF INCORPORATION OF THE COMPANY, AS AMENDED, AND THE RESOLUTIONS OF THE BOARD OF DIRECTORS OF THE COMPANY, AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES. SUCH REQUEST MAY BE MADE TO THE OFFICE
OF THE SECRETARY OF THE COMPANY OR TO THE TRANSFER AGENT. THE BOARD OF DIRECTORS MAY REQUIRE THE OWNER OF A LOST OR DESTROYED STOCK CERTIFICATE, OR HIS LEGAL REPRESENTATIVES, TO GIVE THE COMPANY A BOND TO INDEMNIFY IT AND ITS TRANSFER AGENTS AND
REGISTRARS AGAINST ANY CLAIM THAT MAY BE MADE AGAINST THEM ON ACCOUNT OF THE ALLEGED LOSS OR DESTRUCTION OF ANY SUCH CERTIFICATE. 
  
 For value received,
                                        
hereby sell, assign and transfer unto 
  

	 	
	 	 
	 PLEASE INSERT SOCIAL SECURITY
 OR OTHER
IDENTIFYING NUMBER
 OF ASSIGNEE
	 	 	 	 
	 	
	 	 

  

 (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE) 
  

  

  
                                       
                                        
                                        
                                        
                                        
      Shares 
 of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint

                                       
                                        
                                        
                                        
                                        
  Attorney 
 to transfer the said stock on the books of the within-named Corporation with full power of substitution in the premises.

  

	 Dated:
	 	                                      
                                	 	20         	  	Signature:	  	  


	
	 	 	 	 
			
	 THE SIGNATURES MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKHOLDERS, SAVINGS AND LOAN ASSOCIATIONS AND
CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM) PURSUANT TO S.E.C. RULE 17Ad-15.
  
	  	 	  	 
	
	 	 	 	 
				
	SIGNATURE(S) GUARANTEED BY:	  	 	  	 	  	 
	 	 	 	 	 	  	 Signature:
  
	  	  


	 	 	 	 	 	  	 	  	Notice:	  	THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE
WHATEVER.