SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

McNamee Roger

(Last)

(First)

(Middle)

2800 SAND HILL ROAD

SUITE 160

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PALM INC [ PALM ]

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

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/09/2009

4. If Amendment, Date of Original Filed (Month/Day/Year)

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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/09/2009		P⁽¹⁾		8,163,500	A	$6	8,163,500	I	See footnote⁽⁵⁾
Common Stock	03/09/2009		P⁽¹⁾		3,166	A	$6	3,166	I	See footnote⁽⁶⁾
Common Stock								10,467	I	See footnote⁽¹⁰⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series C Conv. Preferred Stock, par value $0.001 per share	$3.25⁽²⁾	03/09/2009		S⁽¹⁾			48,981	01/25/2009	10/24/2014⁽³⁾	Common Stock, par value $0.001 per share	15,071,076⁽⁴⁾	⁽⁹⁾	50,979	I	See footnote⁽⁵⁾
Series C Conv. Preferred Stock, par value $0.001 per share	$3.25⁽²⁾	03/09/2009		S⁽¹⁾			19	01/25/2009	10/24/2014⁽³⁾	Common Stock, par value $0.001 per share	5,846⁽⁴⁾	⁽⁹⁾	21	I	See footnote⁽⁶⁾
Warrant (right to buy Common Stock)	$3.25⁽⁷⁾	03/09/2009		S⁽¹⁾			3,428,670	01/25/2009	10/24/2014	Common Stock, par value $0.001 per share	3,428,670⁽⁸⁾	⁽⁹⁾	3,568,530	I	See footnote⁽⁵⁾
Warrant (right to buy Common Stock)	$3.25⁽⁷⁾	03/09/2009		S⁽¹⁾			1,330	01/25/2009	10/24/2014	Common Stock, par value $0.001 per share	1,330⁽⁸⁾	⁽⁹⁾	1,470	I	See footnote⁽⁶⁾

Explanation of Responses:

1. Palm, Inc. (the "Issuer") exercised its right under the Securities Purchase Agreement, dated December 22, 2008, between the Issuer and Elevation Partners, L.P. ("Elevation Partners"), to require Elevation Partners and Elevation Employee Side Fund, LLC ("Side Fund") to sell an aggregate of 49,000 detachable units (a "Unit") in the reported transaction. The Units are being sold in a registered underwritten secondary offering pursuant to an underwriting agreement entered into on March 9, 2009. Elevation Partners and Side Fund agreed to use the proceeds from such sale to purchase shares of common stock, par value $0.001 per share, of the Issuer ("Common Stock") from the underwriters for the underwritten secondary offering.

2. Subject to anti-dilution adjustment pursuant to the terms of the Series C Convertible Preferred Stock, par value $0.001 per share (the "Series C Preferred Stock").

3. The Series C Preferred Stock is mandatorily redeemable on October 24, 2014. The Series C Preferred Stock is also subject to earlier redemption, repurchase or mandatory conversion in accordance with the terms thereof.

4. This is the number of shares of Common Stock that would have been issuable upon conversion of the Series C Preferred Stock being disposed of as of the date of this filing.

5. These securities are directly owned by Elevation Partners. Elevation Associates, L.P. ("Elevation GP") is the sole general partner of Elevation Partners, and Elevation Associates, LLC ("Elevation LLC") is the sole general partner of Elevation GP. Mr. McNamee is a manager of Elevation LLC. As manager of Elevation LLC, Mr. McNamee may be deemed to be the indirect beneficial owner of such securities under Rule 16a-1(a)(2) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). However, pursuant to Rule 16a-1(a)(4) promulgated under the Exchange Act, Mr. McNamee disclaims that he is the beneficial owner of such securities, except to the extent of his pecuniary interest therein.

6. These securities are directly owned by Side Fund. Elevation Management, LLC ("Elevation Management") is the sole managing member of Side Fund. Mr. McNamee is a manager of Elevation Management. As a manager of Elevation Management, Mr. McNamee may be deemed to be the indirect beneficial owner of such securities under Rule 16a-1(a)(2) promulgated under the Exchange Act. However, pursuant to Rule 16a-1(a)(4) promulgated under the Exchange Act, Mr. McNamee disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein.

7. Subject to anti-dilution adjustment pursuant to the terms of the Warrants for the purchase of shares of Common Stock (the "Warrants").

8. This is the number of shares of Common Stock that would have been issuable upon exercise of the Warrants being disposed of as of the date of this filing.

9. The reported securities are included within Units sold by Elevation Partners and Side Fund for a price of $1,000 per Unit. Each Unit consists of one share of the Series C Preferred Stock and a Warrant exercisable for the purchase of 70 shares of Common Stock.

10. Roger B. McNamee and Ann K. McNamee as trustees of the McNamee Trust U/T/A/D 3/27/1996.

	/*/ Tracy Hogan, Attorney-in-Fact	03/10/2009
	** 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 4 (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).
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