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*
ACCEL INTERNET FUND III LP

(Last) (First) (Middle)
428 UNIVERSITY AVENUE

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
03/05/2007
3. Issuer Name and Ticker or Trading Symbol
METROPCS COMMUNICATIONS INC [ NONE ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
03/07/2007
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 248,130(1) I(1) Held directly by Ellmore C. Patterson Partners(1)(2)(3)
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
1. Name and Address of Reporting Person*
ACCEL INTERNET FUND III LP

(Last) (First) (Middle)
428 UNIVERSITY AVENUE

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
ACCEL INVESTORS 94 LP

(Last) (First) (Middle)
428 UNIVERSITY AVENUE

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
ACCEL INVESTORS 99 LP

(Last) (First) (Middle)
428 UNIVERSITY AVENUE

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
ACCEL IV LP

(Last) (First) (Middle)
428 UNIVERSITY AVENUE

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
ACCEL KEIRETSU LP

(Last) (First) (Middle)
428 UNIVERSITY AVENUE

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
ACCEL VII LP

(Last) (First) (Middle)
428 UNIVERSITY AVENUE

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
ACP FAMILY PARTNERSHIP LP

(Last) (First) (Middle)
428 UNIVERSITY AVENUE

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
ELLMORE C PATTERSON PARTNERS

(Last) (First) (Middle)
428 UNIVERSITY AVENUE

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
SWARTZ JAMES R

(Last) (First) (Middle)
428 UNIVERSITY AVENUE

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
BREYER JAMES

(Last) (First) (Middle)
428 UNIVERSITY AVENUE

(Street)
PALO ALTO CA 94301

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
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.
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