FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Kim Lee

2. Date of Event Requiring Statement (MM/DD/YYYY)
11/29/2006 

3. Issuer Name and Ticker or Trading Symbol

NETLIST INC [NLST]

(Last)        (First)        (Middle)

C/O NETLIST, INC., 475 GODDARD

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
VP, CFO and Secretary /

(Street)

IRVINE, CA 92618       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy)     (1) 1/13/2016   Common Stock   127500   $2.55   D    
Employee Stock Option (right to buy)     (2) 8/7/2016   Common Stock   85000   $7.00   D    

Explanation of Responses:
(1)  The option vests as to 31,875 shares on January 13, 2007. Thereafter, the option vests in 36 equal monthly installments. The first such installment of 2,656 shares will vest on February 13, 2007.
(2)  The option vests in sixteen equal quarterly installments. The first such installment of 5,313 shares vested on November 7, 2006.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Kim Lee
C/O NETLIST, INC.
475 GODDARD
IRVINE, CA 92618


VP, CFO and Secretary

Signatures
/s/ David Kuo, by Power of Attorney 11/29/2006
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who 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.