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*
LANDRY C KEVIN
(Last) (First) (Middle)
TA ASSOCIATES
200 CLARENDON STREET, 56TH FLOOR
(Street)
BOSTON MA 02116
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
METROPCS COMMUNICATIONS INC [ PCS ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/05/2011
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)
Code V Amount (A) or (D) Price
Common Stock 05/05/2011 M 120,000 A $7.1533 135,969 D
Common Stock 05/05/2011 M 30,000 A $7.1533 165,969 D
Common Stock 05/05/2011 M 30,000 A $11.3333 195,969 D
Common Stock 05/05/2011 M 16,800 A $16.2 212,769 D
Common Stock 05/05/2011 M 12,133 A $14.43 224,902 D
Common Stock 05/05/2011 M 6,066 A $6.73 230,968 D
Common Stock 05/05/2011 M 933 A $14.4 231,901 D
Common Stock 05/05/2011 S 215,932 D $17.5165 15,969 D
Common Stock 05/05/2011 S 5,969 D $17.4703 10,000(9) D
Common Stock 72,041 I See Footnote 1(1)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $7.1533 05/05/2011 M 120,000 (2) 09/21/2015 Common Stock 120,000 $0 0 D
Stock Option (right to buy) $7.1533 05/05/2011 M 30,000 (3) 03/14/2016 Common Stock 30,000 $0 0 D
Stock Option (right to buy) $11.3333 05/05/2011 M 30,000 (4) 01/26/2017 Common Stock 30,000 $0 0 D
Stock Option (right to buy) $16.2 05/05/2011 M 16,800 (5) 03/07/2018 Common Stock 16,800 $0 0 D
Stock Option (right to buy) $14.43 05/05/2011 M 12,133 (6) 03/04/2019 Common Stock 12,133 $0 4,667 D
Stock Option (right to buy) $6.73 05/05/2011 M 6,066 (7) 03/11/2020 Common Stock 6,066 $0 15,401 D
Stock Option (right to buy) $14.4 05/05/2011 M 933 (8) 02/28/2021 Common Stock 933 $0 31,268 D
Explanation of Responses:
1. The Reporting Person may be deemed to have an indirect pecuniary interest as a partner of TA Investors II L.P. in shares of Common Stock held by TA Investors II L.P. The Reporting Person disclaims beneficial ownership of such securities, except to the extent of 72,041 shares of Common Stock as to which he holds a pecuniary interest.
2. This option was granted on September 21, 2005. This option vests over a period of three years as follows: The option shall vest and become exercisable with respect to 1/36 of the shares on the date of each month beginning on the "Vesting Commencement Date" (in accordance with the provisions of the Director Plan).
3. This option was granted on March 14, 2006. This option vests over a period of three years as follows: The option shall vest and become exercisable with respect to 1/36 of the shares on the date of each month beginning on the "Vesting Commencement Date" (in accordance with the provisions of the Director Plan).
4. This option was granted on January 26, 2007. This option vests over a period of three years as follows: The option shall vest and become exercisable with respect to 1/36 of the shares on the date of each month beginning on the "Vesting Commencement Date" (in accordance with the provisions of the Director Plan).
5. This option was granted on March 7, 2008. This option vests over a period of three years as follows: Beginning on April 7, 2008, the option vests upon the Reporting Person's completion of each additional month of service in a series of thirty-six (36) successive equal monthly installments.
6. This option was granted on March 4, 2009. This option vests over a period of three years as follows: beginning on April 4, 2009, the option vests upon the Reporting Person's completion of each additional month of service in a series of thirty-six (36) successive equal monthly installments.
7. This option was granted on March 11, 2010. This option vests over a period of three years upon the reporting person's completion of each additional month of service in a series of thirty-six (36) successive equal monthly installments.
8. This option was granted on February 28, 2011. This option vests over a period of three years upon the reporting person's completion of each additional month of service in a series of thirty-six (36) successive equal monthly installments.
9. These shares of restricted stock vest over a period of three years upon the reporting person's completion of each quarter of service in a series of twelve (12) succesive equal quarterly installments.
C. Kevin Landry By Thomas P. Alber, Attorney-in-Fact 05/09/2011
** 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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