| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 03/05/2007 |
3. Issuer Name and Ticker or Trading Symbol
METROPCS COMMUNICATIONS INC [ NONE ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) 03/07/2007 |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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) |
| Common Stock | 248,130(1) | I(1) | Held directly by Ellmore C. Patterson Partners(1)(2)(3) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: 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 | ||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. This amount includes 82,800 shares that were omitted from the original Form 3 filed jointly by the reporting persons. Each of the following entities is jointly filing this Form 3 and, with Arthur C. Patterson, is deemed to be a member of a "group" under Section 13d-3 of the Securities Exchange Act of 1934, as amended: Accel Internet Fund III L.P., Accel Investors '94 L.P., Accel Investors '99 L.P., Accel IV LP, Accel Keiretsu L.P., Accel VII L.P., ACP Family Partnership L.P. and Ellmore C. Patterson Partners. |
| 2. Each reporting person other than the referenced individual or entity disclaims beneficial ownership of these securities except to the extent of his, or its, pecuniary interest therein, and this report shall not be deemed an admission that any such reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
| 3. Arthur C. Patterson is the sole general partner of Ellmore C. Patterson Partners. |
| Remarks: |
| This is Part 1 of a two part filing. This Form 3 is being filed in two parts because of the 10 reporting person limitation of the electronic filing system. Part 2 is being filed by the following reporting persons: Accel Internet Fund III Associates L.L.C., Accel IV Associates L.P., Accel Partners & Co., Inc., Accel VII Associates L.L.C., J. Peter Wagner, Theresia Gouw Ranzetta, Paul H. Klingenstein, Homestake Partners L.P., Luke B. Evnin and Eugene D. Hill III. |
| /s/ Tracy L. Sedlock, as Attorney in Fact for Accel Internet Fund III L.P. | 03/27/2007 | |
| /s/ Tracy L. Sedlock, as Attorney in Fact for Accel Investors ?94 L.P. | 03/27/2007 | |
| /s/ Tracy L. Sedlock, as Attorney in Fact for Accel Investors ?99 L.P. | 03/27/2007 | |
| /s/ Tracy L. Sedlock, as Attorney in Fact for Accel IV L.P. | 03/27/2007 | |
| /s/ Tracy L. Sedlock, as Attorney in Fact for Accel Keiretsu L.P. | 03/27/2007 | |
| /s/ Tracy L. Sedlock, as Attorney in Fact for Accel VII L.P. | 03/27/2007 | |
| /s/ Tracy L. Sedlock, as Attorney in Fact for ACP Family Partnership L.P. | 03/27/2007 | |
| /s/ Tracy L. Sedlock, as Attorney in Fact for Ellmore C. Patterson Partners | 03/27/2007 | |
| /s/ Tracy L. Sedlock, as Attorney in Fact for James R. Swartz | 03/27/2007 | |
| /s/ Tracy L. Sedlock, as Attorney in Fact for James W. Breyer | 03/27/2007 | |
| ** 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 Number. | ||