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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No. 1)


TECHWELL, INC.
(Name of Issuer)


Common Stock, par value $0. 001
(Title of Class of Securities)


87874D 10 1
(CUSIP Number)


December 31, 2009
(Date of Event which Requires Filing of Statement)

 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
o Rule 13d-1(b)
 
o Rule 13d-1(c)
 
x Rule 13d-1(d)
 
*The remainder of this cover page shall be filled out for a reporting person’s 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 on 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).
 
 
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CUSIP No. 87874D101
1
NAMES OF REPORTING PERSONS: 
 
Fumihiro Kozato
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only):
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) q
(b) q
3
SEC Use Only
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION

Japan
NUMBER
OF SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
1,297,138 shares*
 
6
SHARED VOTING POWER
0
 
7
SOLE DISPOSITIVE POWER
1,297,138 shares*
 
8
SHARED DISPOSITIVE POWER
0
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,297,138 shares*
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

q
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.8%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

IN

* Includes 369,888 shares held by Mr. Kozato as custodian for one of his children.  Also includes 436,624 shares of options that are immediately exercisable and 7,292 shares of options that are exercisable within 60 days of December 31, 2009.
 
 
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Item 1(a) Name of Issuer:
 
Techwell, Inc.
 
Item 1(b) Address of Issuer’s Principal Executive Offices:
 
408 E. Plumeria Drive, San Jose California 95134
 
Item 2(a) Name of Person Filing:
 
Fumihiro Kozato
 
Item 2(b) Address of Principal Business Office or, if none, Residence:
 
408 E. Plumeria Drive, San Jose California 95134
 
Item 2(c) Citizenship:
 
Japan
 
Item 2(d) Title of Class of Securities:
 
Common Stock, $0.001 par value
 
Item 2(e) CUSIP Number:
 
87874D 10 1

Item 3.  If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:
 
(a) 
q Broker or Dealer registered under Section 15 of the Act
(b) 
q Bank as defined in section 3(a)(6) of the Act
(c) 
q Insurance Company as defined in section 3(a)(19) of the Act
(d) 
q Investment Company registered under section 8 of the Investment Company Act of 1940
(e) 
q Investment Adviser in accordance with Section 240.13d-1(b)(1)(ii)(E)
(f) 
q An employee benefit plan or an endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F)
(g) 
q Parent holding company or control person in accordance with Section 240.13d-1(b)(ii)(G)
(h) 
q A saving association as defined in Section 3(b) of the Federal Deposit Insurance Act
(i) 
q A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940
(j) 
q Group, in accordance with Section 240.13d-1(b)(ii)(J)

Not applicable.
 
Item 4.  Ownership
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
 
(a) 
Amount beneficially owned: 1,297,138 shares of Common Stock.*
 
 
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(b) 
Percent of class: 5.8%.  The calculation of percentage of beneficial ownership was based on 21,957,894 shares of Common Stock outstanding as of December 31, 2009.  In addition, 443,916 shares issuable to Mr. Kozato pursuant to options which may be acquired within 60 days of December 31, 2009 are deemed to be issued and outstanding.  In January 2010, Mr. Kozato exercised and sold 104,222 options, which are included in the amount listed above as they were outstanding as of the end of the reporting period.
 
(c) 
Number of shares as to which the person has:
 
(i)
Sole power to vote or to direct the vote: 1,297,138 shares.*
 
(ii)
Shared power to vote or to direct the vote: 0 shares.
 
(iii)
Sole power to dispose or to direct the disposition of: 1,297,138 shares.*
 
(iv)
Shared power to dispose or to direct the disposition of: 0 shares.
 
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 r.
 
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
 
Not applicable.
 
Item 9.  Notice of Dissolution of Group
 
Not applicable.
 
Item 10.  Certifications
 
Not applicable.
 
* Includes 369,888 shares held by Mr. Kozato as custodian for one of his children.  Also includes 436,624 shares of options that are immediately exercisable and 7,292 shares of options that are exercisable within 60 days of December 31, 2009.
 
 
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SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Dated:  February 3, 2010    
     
    FUMIHIRO KOZATO  
       
       
 
   /s/ Fumihiro Kozato  
       
 
 
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