SEC Form 3

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* EVANS BRUCE R (Last) (First) (Middle) C/O SUMMIT PARTNERS 222 BERKELEY STREET, 18TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/26/2005	3. Issuer Name and Ticker or Trading Symbol optionsXpress Holdings, Inc. [ OXPS ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) X Other (specify below) Indirect GP of 10% Owner	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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)
Common Stock	132,415(1)	I	Indirect GP of 10% Owner

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Series A Preferred Stock	(2)	(2)	Common Stock	18,196,074(3)	(2)	I	Indirect GP of 10% Owner

1. Name and Address of Reporting Person* EVANS BRUCE R (Last) (First) (Middle) C/O SUMMIT PARTNERS 222 BERKELEY STREET, 18TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Indirect GP of 10% Owner

1. Name and Address of Reporting Person* KORTSCHAK WALTER G (Last) (First) (Middle) C/O SUMMIT PARTNERS 222 BERKELEY STREET, 18TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Indirect GP of 10% Owner

1. Name and Address of Reporting Person* MANNION MARTIN J (Last) (First) (Middle) C/O SUMMIT PARTNERS 222 BERKELEY STREET, 18TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Indirect GP of 10% Owner

1. Name and Address of Reporting Person* ROBERTS THOMAS S (Last) (First) (Middle) C/O SUMMIT PARTNERS 222 BERKELEY STREET, 18TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Indirect GP of 10% Owner

1. Name and Address of Reporting Person* STAMPS E ROE IV (Last) (First) (Middle) C/O SUMMIT PARTNERS 222 BERKELEY STREET, 18TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Indirect GP of 10% Owner

1. Name and Address of Reporting Person* TRUSTEY JOSEPH F (Last) (First) (Middle) C/O SUMMIT PARTNERS 222 BERKELEY STREET, 18TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Indirect GP of 10% Owner

1. Name and Address of Reporting Person* WOODSUM STEPHEN G (Last) (First) (Middle) C/O SUMMIT PARTNERS 222 BERKELEY STREET, 18TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Indirect GP of 10% Owner

1. Name and Address of Reporting Person* AVIS GREGORY M (Last) (First) (Middle) C/O SUMMIT PARTNERS 222 BERKELEY STREET, 18TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Indirect GP of 10% Owner

1. Name and Address of Reporting Person* CHUNG PETER Y (Last) (First) (Middle) C/O SUMMIT PARTNERS 222 BERKELEY STREET, 18TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Indirect GP of 10% Owner

Explanation of Responses:

1. Common Stock shares are held as follows: 89,748 shares in the name of Summit Ventures VI-A, L.P.; 37,432 shares in the name of Summit Ventures VI-B, L.P.; 1,867 shares in the name of Summit VI Advisors Fund, L.P.; 2,865 shares in the name of Summit VI Entrepreneurs Fund, L.P.; and 503 shares in the name of Summit Investors VI, L.P.

2. Each share of Series A Preferred Stock is convertible at any time into one (1) share of Common Stock. There is no expiration date. It is expected that all Series A Preferred Stock will be converted into Common Stock upon the completion of OXPS's initial public offering.

3. Series A Preferred Stock shares are held as follows: 12,333,000 shares in the name of Summit Ventures VI-A, L.P.; 5,143,358 shares in the name of Summit Ventures VI-B, L.P.; 256,493 shares in the name of Summit VI Advisors Fund, L.P.; 393,803 shares in the name of Summit VI Entrepreneurs Fund, L.P.; and 69,420 shares in the name of Summit Investors VI, L.P.

Remarks:

The entities mentioned in Footnotes 1 and 3 are collectively referred to as "Summit Partners". Summit Partners, L.P. is the managing member of Summit Partners VI (GP), LLC, which is the general partner of Summit Partners VI (GP), L.P., which is the general partner of each of Summit Ventures VI-A, L.P., Summit Ventures VI-B, L.P., Summit VI Advisors Fund, L.P., Summit VI Entrepreneurs Fund, L.P. and Summit Investors VI, L.P. The reporting persons referenced above, along with Scott C. Collins, Kevin P. Mohan and Robert V. Walsh (who are included in a separate report due to the restriction in the number of joint filers in an electronic report), are the members of Summit Master Company, LLC, which is the general partner of Summit Partners, L.P., and each disclaims beneficial ownership of the shares held by Summit Partners, except to the extent of his pecuniary interest therein.

	Robin W. Devereux, Power of Attorney for Bruce R. Evans	01/26/2005
	Robin W. Devereux, Power of Attorney for Walter G. Kortschak	01/26/2005
	Robin W. Devereux, Power of Attorney for Martin J. Mannion	01/26/2005
	Robin W. Devereux, Power of Attorney for Thomas S. Roberts	01/26/2005
	Robin W. Devereux, Power of Attorney for E. Roe Stamps, IV	01/26/2005
	Robin W. Devereux, Power of Attorney for Joseph F. Trustey	01/26/2005
	Robin W. Devereux, Power of Attorney for Stephen G. Woodsum	01/26/2005
	Robin W. Devereux, Power of Attorney for Gregory M. Avis	01/26/2005
	Robin W. Devereux, Power of Attorney for Peter Y. Chung	01/26/2005
	** Signature of Reporting Person	Date
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