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*
PATTERSON ARTHUR C

(Last) (First) (Middle)
482 UNIVERSITY AVENUE

(Street)
PALO ALTO CA 94301

(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)
12/12/2012
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 12/12/2012 M 15,400 A $6.73 420,562 D
Common Stock 12/12/2012 M 4,666 A $9.55 425,228 D
Common Stock 12/12/2012 M 25,302 A $7.1333 450,530 D
Common Stock 12/12/2012 M 41,322 A $7.1333 491,852 D
Common Stock 12/12/2012 M 13,650 A $7.1533 505,502 D
Common Stock 12/12/2012 M 20,280 A $7.1533 525,782 D
Common Stock 12/12/2012 M 5,070 A $7.1533 530,852 D
Common Stock 2,403,561 I Held directly by ACP Family Partnership L.P. (1)
Common Stock 1,685,254 I Held directly by Ellmore C. Patterson Partners (1)
Common Stock 351,751 I Held directly by ACP 2007 ACCEL-7 GRAT U/A/D 4/2/07 (1)
Common Stock 351,752 I Held directly by ACP 2007 ACCEL-10 GRAT U/A/D 4/2/07 (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) $6.73 12/12/2012 M 15,400 (2) 03/11/2020 Common Stock 15,400 $0 1,400 D
Stock Option (right to buy) $9.55 12/12/2012 M 4,666 (3) 02/07/2022 Common Stock 4,666 $0 12,134 D
Stock Option (right to buy) $7.1333 12/12/2012 M 25,302 (4) 08/03/2015 Common Stock 25,302 $0 0 D
Stock Option (right to buy) $7.1333 12/12/2012 M 41,322 (4) 08/03/2015 Common Stock 41,322 $0 0 D
Stock Option (right to buy) $7.1533 12/12/2012 M 13,650 (5) 03/14/2016 Common Stock 13,650 $0 0 D
Stock Option (right to buy) $7.1533 12/12/2012 M 20,280 (5) 03/14/2016 Common Stock 20,280 $0 0 D
Stock Option (right to buy) $7.1533 12/12/2012 M 5,070 (5) 03/14/2016 Common Stock 5,070 $0 0 D
Explanation of Responses:
1. The reporting person is affiliated with the following entities, and with such entities is deemed to be a member of a "group" under Section 13(d) of the Securities Exchange Act of 1934, as amended: ACP Family Partnership L.P., Ellmore C. Patterson Partners, ACP 2007 ACCEL-7 GRAT U/AD 4/2/07 and ACP 2007 ACCEL-10 GRAT U/A/D 4/2/07. The reporting person disclaims beneficial ownership of the securities held by such entities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
2. The option was granted March 11, 2010 for a term expring on March 11, 2020. The option vested over a period of three years as follows: The option vested and became exercisable with respect to 1/36 of the shares on the date of each month beginning on the "Vesting Commencement Date" (as provided in the Director Plan).
3. The option was granted February 7, 2012 for a term expiring on February 7, 2022. The option vested over a period of three years as follows: The option vested and became exercisable with respect to 1/36 of the shares on the date of each month beginning on the "Vesting Commencement Date" (as provided in the Director Plan).
4. The option was granted August 3, 2005 for a term expiring on August 3, 2015. The option vested over a period of three years as follows: The option vested and became exercisable with respect to 1/36 of the shares on the date of each month beginning on the "Vesting Commencement Date" (as provided in the Director Plan).
5. The option was granted on March 14, 2006 for a term expring on March 14, 2016. The option vested over a period of three years as follows: The option vested and become exercisable with respect to 1/36 of the shares on the date of each month beginning on the "Vesting Commencement Date" (as provided in the Director Plan).
Remarks:
Exhibit List Exhibit 24 - Power of Attorney
/s/ Catherine Noyes, as Attorney in Fact for Arthur C. Patterson 12/14/2012
** 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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