Form 5
Form 5
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

ANNUAL STATEMENT OF CHANGES
BENEFICIAL OWNERSHIP

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(h) of the Investment Company Act of 1940
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[ ] Form 3 Holdings Reported
[X] Form 4 Transactions Reported
1. Name and Address of Reporting Person*
Chan, Shiu Leung
2. Issuer Name and Ticker or Trading Symbol
Vialta, Inc.   (VLTA)

6. Relationship of Reporting Person(s) to Issuer
                  (Check all applicable)
_X_ Director                            _X_ 10% Owner
___ Officer (give title below)   _X_ Other (specify below)

Chairman of the Board
(Last)             (First)            (Middle)

48401 Fremont Boulevard
3. I.R.S. Identification Number of Reporting Person, if an entity
(voluntary)

4. Statement for Month/Year

12/31/2002
(Street)

94538
5. If Amendment, Date of Original (Month/Year)

 
7. Individual or Joint/Group Filing
           (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)             (State)             (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security
(Instr. 3)
2. Transaction
Date
(Month/
Day/
Year)
2A. Deemed
Execution
Date, if any
(Month/
Day/
Year)
3. Transaction
Code
(Instr. 8)
4. Securities Acquired (A) or
Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of
Securities
Beneficially
Owned at end
of Issuer's
Fiscal Year
(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         A     644,744 D  
Common Stock         A     5,748,960 I Spouse
Common Stock         A     8,042,932 I Spouse Trust
Common Stock         A     2,283,757 I Children's Trust
Common Stock         A     2,119,447 I Fred and Annie Trust
Common Stock         A     4,400,000 D  
Common Stock         A     8,800,000 I By Corporation
* If the form is filed by more than one reporting person, see instruction 4(b)(v).
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
(Over)
SEC 2270 (9-02)
FORM 5 (continued)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
 
1.
Title of Derivative Security
(Instr.3)
2.
Conversion or
Exercise
Price of
Derivative
Security
3.
Transaction
Date
(Month/
Day/
Year)
3A.
Deemed Execution Date, if any
(Month/
Day/
Year)
4.
Transaction
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
(Month/Day/Year)
7.
Title and Amount of
Underlying Securities
(Instr. 3 and 4)
8.
Price of
Derivative
Security
(Instr. 5)
9.
Number of
Derivative
Securities
Beneficially
Owned at
End of
Year
(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
Incentive Stock Option .27 10/05/1999   A   1,000,000   09/01/2003 10/05/2009 Common Stock 1,000,000   1,000,000 D  
Non-Qualified Stock Option 0.00     A   401,880   07/03/2001 07/03/2006 Common Stock 401,880   401,880 D  
Non-Qualified Stock Option 0.00     A   295,500   01/03/2003 01/03/2011 Common Stock 295,500   295,500 D  
Explanation of Responses:



** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). /s/ Shiu Leung Chan
**Signature of Reporting Person
Holly D. Maxfield
04/08/2003 
Date
Note: File three copies of this Form, one of which must be manually signed.
If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. Page 2