Specimen Common Stock Certificate



 Exhibit 4.1 
  

[FACE OF CERTIFICATE] 
  
 Number 
  
 AC 
  
 [LOGO]

  
 Shares 
  
 COMMON STOCK 
  
 INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE 
  
 THIS CERTIFICATE IS TRANSFERABLE IN CANTON, MA JERSEY CITY, NJ AND NEW YORK, NY 
  
 CUSIP 04743P 10 8 
  
 SEE REVERSE FOR CERTAIN DEFINITIONS 
  
 THIS CERTIFIES THAT 
  
 is the owner of 
  
 FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK OF 
  
 Atheros Communications, Inc. 
  
 transferable on the books of the Corporation by the holder hereof in person or by Attorney upon surrender of this Certificate properly endorsed. This
Certificate is not valid until countersigned and registered by the Transfer Agent and Registrar. 
  
 WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. 
  

Dated: 
  
 [SIGNATURE] 
  
 SECRETARY 
  
 [SEAL] 
  
 [SIGNATURE] 
  
 PRESIDENT AND CHIEF EXECUTIVE OFFICER 
  
 COUNTERSIGNED AND REGISTERED: 
  
 EQUISERVE TRUST COMPANY, N.A. 
 TRANSFER AGENT
AND REGISTRAR 
  
 BY: 
  
 AUTHORIZED SIGNATURE 







 [BACK OF CERTIFICATE] 
  
 The Company will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative,
participating, optional, or other special rights of each class of stock or series thereof of the Company, and the qualifications, limitations or restrictions of such preferences and/or rights. Such request may be made to the Company or the transfer
agent. 
  
 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 
  
 TEN ENT-as tenants by the entireties 
  
 JT TEN-as
joint tenants with right of survivorship and not as tenants in common 
  
 UNIF
GIFT MIN ACTÐ Custodian (Cust) (Minor) under Uniform Gifts to Minors Act (State) 
  
 UNIF TRANS MIN ACTÐ Custodian (Cust) (Minor) under Uniform Transfers to Minors Act (State) 
  
 Additional abbreviations may also be used though not in the above list. 
  
 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 of the ordinary shares represented by the within Certificate and do hereby irrevocably constitute and appoint Attorney to transfer the said shares on the books of the within named Company with full power of substitution in the premises.

  
 Dated 
  
 X                                 
  
 X                                 
  
 NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON
THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. 
  
 SIGNATURE(S) GUARANTEED: THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15. ALTERNATIVELY, A DULY NOTARIZED SIGNATURE WILL SUFFICE. 
  
 KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, MUTILATED OR DESTROYED, THE COMPANY MAY REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A
REPLACEMENT CERTIFICATE.