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Form SC 13G ENTROPIC COMMUNICATIONS Filed by: Raging Capital Management, LLC

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December 29, 2014 2:10 PM EST
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
�
(Amendment No.�� )1
�

Entropic Communications, Inc.
�(Name of Issuer)
�
Common Stock, $0.001 par value
�(Title of Class of Securities)
�
29384R105
�(CUSIP Number)
�
December 29, 2014
�(Date of Event Which Requires Filing of this Statement)
�
�

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
�
� �x �Rule 13d-1(b)
�
� �o �Rule 13d-1(c)
�
� �o �Rule 13d-1(d)
�
�

_______________
1� The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
�
����� The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
�
�
�
�
CUSIP NO. 29384R105
�
�
1
NAME OF REPORTING PERSON
�
Raging Capital Master Fund, Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
� (a)�o
� (b)�o
3
SEC USE ONLY
�
4
CITIZENSHIP OR PLACE OF ORGANIZATION
�
CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
�
- 0 -
6
SHARED VOTING POWER
�
6,953,206
7
SOLE DISPOSITIVE POWER
�
- 0 -
8
SHARED DISPOSITIVE POWER
�
6,953,206
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
�
6,953,206
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
�
�
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
�
7.7%
12
TYPE OF REPORTING PERSON
�
CO

�
2
�
CUSIP NO. 29384R105
�
1
NAME OF REPORTING PERSON
�
Raging Capital Management, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
� (a)�o
� (b)�o
3
SEC USE ONLY
�
4
CITIZENSHIP OR PLACE OF ORGANIZATION
�
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
�
- 0 -
6
SHARED VOTING POWER
�
6,953,206
7
SOLE DISPOSITIVE POWER
�
- 0 -
8
SHARED DISPOSITIVE POWER
�
6,953,206
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
�
6,953,206
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
�
�
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
�
7.7%
12
TYPE OF REPORTING PERSON
�
IA

�
3
�
CUSIP NO. 29384R105
�
1
NAME OF REPORTING PERSON
�
William C. Martin
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
� (a)�o
� (b)�o
3
SEC USE ONLY
�
4
CITIZENSHIP OR PLACE OF ORGANIZATION
�
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
�
- 0 -
6
SHARED VOTING POWER
�
6,953,206
7
SOLE DISPOSITIVE POWER
�
- 0 -
8
SHARED DISPOSITIVE POWER
�
6,953,206
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
�
6,953,206
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
�
�
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
�
7.7%
12
TYPE OF REPORTING PERSON
�
IN

�
4
�
CUSIP NO. 29384R105
�
Item 1(a).
Name of Issuer:

Entropic Communications, Inc.

Item 1(b).
Address of Issuers Principal Executive Offices:

6350 Sequence Drive
San Diego, CA 92121

Item 2(a).
Name of Person Filing:
�
This statement is filed by Raging Capital Master Fund, Ltd., a Cayman Islands exempted company (Raging Master), Raging Capital Management, LLC, a Delaware limited liability company (Raging Capital), and William C. Martin.��Each of the foregoing is referred to as a Reporting Person and collectively as the Reporting Persons.
�
Raging Capital is the Investment Manager of Raging Master.��William C. Martin is the Chairman, Chief Investment Officer and Managing Member of Raging Capital.��By virtue of these relationships, each of Raging Capital and William C. Martin may be deemed to beneficially own the Issuers Common Stock, $0.001 par value, directly owned by Raging Master.
�
Item 2(b).
Address of Principal Business Office or, if none, Residence:
�
The principal business address of each of Raging Capital and William C. Martin is Ten Princeton Avenue, PO Box 228, Rocky Hill, New Jersey 08553.��The principal business address of Raging Master is c/o Ogier Fiduciary Services (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman KY 1-9007, Cayman Islands.
�
Item 2(c).
Citizenship:
�
Raging Master is organized under the laws of the Cayman Islands.��Raging Capital is organized under the laws of the State of Delaware.��William C. Martin is a citizen of the United States of America.
�
Item 2(d).
Title of Class of Securities:
�
Common Stock, $0.001 par value (the Shares).
�
Item 2(e).
CUSIP Number:
�
29384R105
�
Item 3.
If this statement is filed pursuant to Section 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
�
�
�
/��/
Not Applicable
�
�
(a)
/��/
Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
�
�
(b)
/��/
Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
�
�
5
�
CUSIP NO. 29384R105
�
�
(c)
/��/
Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
�
�
(d)
/��/
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
�
�
(e)
/X/
Investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E).
�
�
(f)
/��/
Employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F).
�
�
(g)
/��/
Parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G).
�
�
(h)
/��/
Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
�
�
(i)
/��/
Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3).
�
�
(j)
/��/
Non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J).
�
�
(k)
/��/
Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).
�
Item 4.
Ownership.
�
All ownership information reported in this Item 4 is as of December 26, 2014.
�
Raging Master
�
�
(a)
Amount beneficially owned:
�
6,953,206 Shares
�
�
(b)
Percent of class:
�
7.7% (based upon 90,073,049 Shares outstanding, which is the total number of Shares outstanding as of October 31, 2014 as reported in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2014).
�
�
(c)
Number of shares as to which such person has:
�
�
(i)
Sole power to vote or to direct the vote
�
0 Shares
�
�
(ii)
Shared power to vote or to direct the vote
�
6,953,206 Shares
�
�
(iii)
Sole power to dispose or to direct the disposition of
�
0 Shares
�
�
(iv)
Shared power to dispose or to direct the disposition of
�
6,953,206 Shares
�
�
6
�
CUSIP NO. 29384R105
�
Raging Capital
�
�
(a)
Amount beneficially owned:
�
6,953,206 Shares*
�
�
(b)
Percent of class:
�
7.7% (based upon 90,073,049 Shares outstanding, which is the total number of Shares outstanding as of October 31, 2014 as reported in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2014).
�
�
(c)
Number of shares as to which such person has:
�
�
(i)
Sole power to vote or to direct the vote
�
0 Shares
�
�
(ii)
Shared power to vote or to direct the vote
�
6,953,206 Shares*
�
�
(iii)
Sole power to dispose or to direct the disposition of
�
0 Shares
�
�
(iv)
Shared power to dispose or to direct the disposition of
�
6,953,206 Shares*
�
____________________
* Shares directly owned by Raging Master.
�
Mr. Martin
�
�
(a)
Amount beneficially owned:
�
6,953,206 Shares*
�
�
(b)
Percent of class:
�
7.7% (based upon 90,073,049 Shares outstanding, which is the total number of Shares outstanding as of October 31, 2014 as reported in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2014).
�
�
(c)
Number of shares as to which such person has:
�
�
(i)
Sole power to vote or to direct the vote
�
0 Shares
�
�
7
�
CUSIP NO. 29384R105
�
�
(ii)
Shared power to vote or to direct the vote
�
6,953,206 Shares*
�
�
(iii)
Sole power to dispose or to direct the disposition of
�
0 Shares
�
�
(iv)
Shared power to dispose or to direct the disposition of
�
6,953,206 Shares*
�
____________________
* Shares directly owned by Raging Master.
�
As the Investment Manager of Raging Master, Raging Capital may be deemed to beneficially own the Shares directly owned by Raging Master.��As the Chairman, Chief Investment Officer and Managing Member of Raging Capital, Mr. Martin may be deemed to beneficially own the Shares directly owned by Raging Master.
�
The filing of this Schedule 13G shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the Shares reported herein.��Each of the Reporting Persons specifically disclaims beneficial ownership of the Shares reported herein that are not directly owned by such Reporting Person.
�
Item 5.
Ownership of Five Percent or Less of a Class.
�
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 [��].
�
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
�
Not Applicable.
�
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
�
Not Applicable.
�
Item 8.
Identification and Classification of Members of the Group.
�
See Exhibit 99.1.
�
Item 9.
Notice of Dissolution of Group.
�
Not Applicable.
�
Item 10.
Certifications.
�
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.
�
�
8
�
CUSIP NO. 29384R105
�
SIGNATURES
�
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
�
Dated:��December 29, 2014
Raging Capital Master Fund, Ltd.
� �
�
By:
Raging Capital Management, LLC
Investment Manager
� �
�
By:
/s/ Frederick C. Wasch
� �
Name:
Frederick C. Wasch
� �
Title:
Chief Financial Officer


�
Raging Capital Management, LLC
� �
�
By:
/s/ Frederick C. Wasch
� �
Name:
Frederick C. Wasch
� �
Title:
Chief Financial Officer


�
/s/ Frederick C. Wasch
�
Frederick C. Wasch as attorney-in-fact for William C. Martin
�
�
�
9
�
�
Exhibit 99.1
�
JOINT FILING AGREEMENT
�
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G dated December 29, 2014 (including amendments thereto) with respect to the Common Stock, $0.001 par value, of Entropic Communications, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
�
�
Dated:��December 29, 2014
Raging Capital Master Fund, Ltd.
� �
�
By:
Raging Capital Management, LLC
Investment Manager
� �
�
By:
/s/ Frederick C. Wasch
� �
Name:
Frederick C. Wasch
� �
Title:
Chief Financial Officer


�
Raging Capital Management, LLC
� �
�
By:
/s/ Frederick C. Wasch
� �
Name:
Frederick C. Wasch
� �
Title:
Chief Financial Officer


�
/s/ Frederick C. Wasch
�
Frederick C. Wasch as attorney-in-fact for William C. Martin


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