SC 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*

Palm, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

696643105

(CUSIP Number)

Fred Anderson
Elevation Partners, L.P.
2800 Sand Hill Road, Suite 160
Menlo Park, CA 94025
(650) 687-6700

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

September 22, 2009

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a Reporting Person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 696643105 

1	NAMES OF REPORTING PERSONS. Elevation Partners, L.P. I.R.S. Identification Nos. of above persons (entities only): Not Required.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   þ
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
		7	SOLE VOTING POWER
NUMBER OF			67,794,252
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			67,794,252
WITH		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	67,794,252
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	30.8%
14	TYPE OF REPORTING PERSONS (SEE INSTRUCTIONS)
	PN

2

CUSIP No. 696643105 

1	NAMES OF REPORTING PERSONS. Elevation Associates, L.P. I.R.S. Identification Nos. of above persons (entities only): Not Required.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   þ
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
		7	SOLE VOTING POWER
NUMBER OF			67,794,252*
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			67,794,252*
WITH		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	67,794,252*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	30.8%
14	TYPE OF REPORTING PERSONS (SEE INSTRUCTIONS)
	PN

* The Reporting Person disclaims beneficial ownership as described under Item 5.

3

CUSIP No. 696643105 

1	NAMES OF REPORTING PERSONS. Elevation Associates, LLC I.R.S. Identification Nos. of above persons (entities only): Not Required.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   þ
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
		7	SOLE VOTING POWER
NUMBER OF			67,794,252*
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			67,794,252*
WITH		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	67,794,252*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	30.8%
14	TYPE OF REPORTING PERSONS (SEE INSTRUCTIONS)
	OO

* The Reporting Person disclaims beneficial ownership as described under Item 5.

4

CUSIP No. 696643105 

1	NAMES OF REPORTING PERSONS. Elevation Employee Side Fund, LLC I.R.S. Identification Nos. of above persons (entities only): Not Required.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   þ
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
		7	SOLE VOTING POWER
NUMBER OF			23,860
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			23,860
WITH		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	23,860
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	less than 0.1%
14	TYPE OF REPORTING PERSONS (SEE INSTRUCTIONS)
	OO

5

CUSIP No. 696643105 

1	NAMES OF REPORTING PERSONS. Elevation Management, LLC I.R.S. Identification Nos. of above persons (entities only): Not Required.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   þ
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
		7	SOLE VOTING POWER
NUMBER OF			23,860*
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			23,860*
WITH		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	23,860*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	less than 0.1%
14	TYPE OF REPORTING PERSONS (SEE INSTRUCTIONS)
	OO

* The Reporting Person disclaims beneficial ownership as described under Item 5.

6

CUSIP No. 696643105 

1	NAMES OF REPORTING PERSONS. Fred Anderson I.R.S. Identification Nos. of above persons (entities only): Not Applicable.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   þ
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
		7	SOLE VOTING POWER
NUMBER OF			0
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			67,818,112*
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0
WITH		10	SHARED DISPOSITIVE POWER
			67,818,112*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	67,818,112*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	30.9%
14	TYPE OF REPORTING PERSONS (SEE INSTRUCTIONS)
	IN

* The Reporting Person disclaims beneficial ownership as described under Item 5.

7

CUSIP No. 696643105 

1	NAMES OF REPORTING PERSONS. Marc Bodnick I.R.S. Identification Nos. of above persons (entities only): Not Applicable.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   þ
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
		7	SOLE VOTING POWER
NUMBER OF			0
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			67,818,112*
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0
WITH		10	SHARED DISPOSITIVE POWER
			67,818,112*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	67,818,112*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	30.9%
14	TYPE OF REPORTING PERSONS (SEE INSTRUCTIONS)
	IN

* The Reporting Person disclaims beneficial ownership as described under Item 5.

8

CUSIP No. 696643105 

1	NAMES OF REPORTING PERSONS. Paul Hewson I.R.S. Identification Nos. of above persons (entities only): Not Applicable.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   þ
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Ireland
		7	SOLE VOTING POWER
NUMBER OF			0
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			67,818,112*
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0
WITH		10	SHARED DISPOSITIVE POWER
			67,818,112*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	67,818,112*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	30.9%
14	TYPE OF REPORTING PERSONS (SEE INSTRUCTIONS)
	IN

* The Reporting Person disclaims beneficial ownership as described under Item 5.

9

CUSIP No. 696643105 

1	NAMES OF REPORTING PERSONS. Roger McNamee I.R.S. Identification Nos. of above persons (entities only): Not Applicable.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   þ
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
		7	SOLE VOTING POWER
NUMBER OF			133,544**
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			67,818,112*
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			133,544**
WITH		10	SHARED DISPOSITIVE POWER
			67,818,112*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	67,951,656*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	30.9%
14	TYPE OF REPORTING PERSONS (SEE INSTRUCTIONS)
	IN

* The Reporting Person disclaims beneficial ownership of 67,818,112 of such shares as described under Item 5.

** The Reporting Person and Ann K. McNamee hold these shares as trustees of the McNamee Trust U/T/A/D 3/27/1996.

10

CUSIP No. 696643105 

1	NAMES OF REPORTING PERSONS. Bret Pearlman I.R.S. Identification Nos. of above persons (entities only): Not Applicable.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   þ
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
		7	SOLE VOTING POWER
NUMBER OF			0
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			67,818,112*
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0
WITH		10	SHARED DISPOSITIVE POWER
			67,818,112*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	67,818,112*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	30.9%
14	TYPE OF REPORTING PERSONS (SEE INSTRUCTIONS)
	IN

* The Reporting Person disclaims beneficial ownership as described under Item 5.

11

TABLE OF CONTENTS

	Item 3. Source and Amount of Funds or Other Consideration
	Item 4. Purpose of Transaction
	Item 5. Interest in Securities of the Issuer
	Item 7. Material to Be Filed as Exhibits
Signatures
EX-21
EX-22

          This Amendment No. 6 supplements and amends Items 3, 4, 5 and 7 of the statement on Schedule 13D filed on November 5, 2007 (as amended, the “Schedule 13D”), as amended by Amendment No. 1 filed on December 23, 2008, Amendment No. 2 filed on January 12, 2009, Amendment No. 3 filed on March 10, 2009, Amendment No. 4 filed on March 17, 2009 (“Amendment No. 4”) and Amendment No. 5 filed on September 17, 2009 (“Amendment No. 5”). Each Item below amends and supplements the information disclosed under the corresponding Item of the Schedule 13D. Capitalized terms used but not defined herein shall have the meanings attributed to them in the Schedule 13D.

Item 3. Source and Amount of Funds or Other Consideration

          Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following new paragraph:

          The aggregate funds to be used by Elevation and Side Fund in connection with the purchase of the Common Stock in the September Public Offering (as defined in Item 4) is $34,999,997.50. These funds were provided from general funds available to the Reporting Persons, including capital contributions from their investors. The aggregate funds to be used by Mr. McNamee in connection with the purchase of the Common Stock in the September Public Offering is $2,000,001.25. The funds are personal funds available to the Reporting Person.

Item 4. Purpose of Transaction

          Item 4 of the Schedule 13D is hereby amended and supplemented by deleting the three paragraphs in Amendment No. 4 and replacing them with the following three paragraphs:

Registration Rights Agreement

          In connection with the Series C Closing, the Purchasers entered into an amendment and restatement of the Original Registration Rights Agreement with the Issuer, dated as of January 9, 2009 (the “Amended Registration Rights Agreement”), to reflect Purchasers’ acquisition of the Series C Preferred Stock and Warrants and the Common Stock issuable upon conversion or exercise thereof (as applicable) and to treat such Common Stock as registrable securities thereunder. On March 17, 2009, the Issuer entered into Amendment No. 1 to Amended Registration Rights Agreement (the “Amendment to Registration Rights Agreement”) with Elevation and Side Fund to treat Common Stock acquired by Elevation and Side Fund in the Public Offering as registrable securities under the Amended Registration Rights Agreement, and on September 22, 2009, the Issuer entered into Amendment No. 2 to Amended Registration Rights Agreement (the “Second Amendment to Registration Rights Agreement”) with Elevation and Side Fund to treat Common Stock acquired by Elevation and Side Fund in the September Public Offering as registrable securities under the Amended Registration Rights Agreement.

          Under the Amended Registration Rights Agreement, as amended, the Purchasers have certain demand registration rights, including pursuant to a shelf registration, and piggyback registration rights to cause the Issuer to register under the Securities Act the sale of Common Stock held by the Purchasers, including shares of Common Stock for which the shares of Series B Preferred Stock and Series C Preferred Stock are convertible and for which the Warrants are exercisable.

12

          The description of the terms and conditions of the Series B Purchase Agreement, Securities Purchase Agreement, Amended Series B Certificate of Designation, Series C Certificate of Designation, Warrants, Amended Stockholders Agreement, Amended Registration Rights Agreement, Amendment to Registration Rights Agreement and Second Amendment to Registration Right Agreement set forth herein does not purport to be complete and is qualified in its entirety by reference to the full text of the Series B Purchase Agreement attached hereto as Exhibit 3, the Securities Purchase Agreement attached hereto as Exhibit 7, the Amended Series B Certificate of Designation attached hereto as Exhibit 8, the Series C Certificate of Designation attached hereto as Exhibit 9, the form of Warrant attached hereto as Exhibit 10, the Amended Stockholders Agreement attached hereto as Exhibit 11, the Amended Registration Rights Agreement attached hereto as Exhibit 12, the Amendment to Registration Rights Agreement attached hereto as Exhibit 16, and the Second Amendment to Registration Right Agreement attached hereto as Exhibit 21, each of which is incorporated by reference.

          Item 4 of the Schedule 13D is hereby further amended and supplemented by deleting the last paragraph in Amendment No. 5 and replacing it with the following:

          On September 22, 2009, at the Issuer’s request, the underwriters to the September Public Offering notified Elevation and Side Fund that they were reserving an aggregate of 2,153,846 shares of Common Stock at the offering price for an aggregate of $35 million for Elevation and Side Fund, and notified Mr. McNamee that that they were reserving 123,077 shares of Common Stock at the offering price for an aggregate of $2 million for Mr. McNamee. Mr. Anderson decided not to purchase shares of Common Stock in the September Public Offering.

          Further, on September 22, 2009, Elevation and Side Fund delivered a waiver (the “September Waiver”) to Palm pursuant to which Elevation and Side Fund waived (i) their registration rights provided in Section 2.1 of the Registration Rights Agreement with respect to the September Public Offering and (ii) their rights provided in Amended Stockholders Agreement to purchase more than an aggregate of 2,153,846 shares of Common Stock in the September Public Offering.

          The description of the terms and conditions of the September Lock-Up Agreements and the September Waiver set forth herein does not purport to be complete and is qualified in its entirety by reference to the full text of the Lock-Up Agreements attached hereto as Exhibits 17, 18, 19 and 20 and the September Waiver attached hereto as Exhibit 22, each of which is incorporated herein by reference.

Item 5. Interest in Securities of the Issuer

          Item 5 of the Schedule 13D is hereby amended and supplemented by deleting the first five paragraphs and replacing them with the following:

          (a), (b) The following disclosure assumes that there are 142,329,477 shares of Common Stock outstanding as of August 28, 2009, which figure is based on the Issuer’s Quarterly Report filed on September 17, 2009.

          Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after giving effect to the purchase of Common Stock in the September Public Offering, Elevation may be deemed to beneficially own 67,794,252 shares of Common Stock, including 57,477,552 shares of Common Stock that are subject to issuance upon exercise of the Warrants and conversion of the Series B Preferred Stock and the Series C Preferred Stock, which would, assuming 162,329,477 shares of Common Stock outstanding (after giving effect to the Issuer’s sale of 20,000,000 shares of Common Stock to the underwriters for the September Public Offering (the “September Underwriters”) pursuant to the Underwriting Agreement among the Issuer and the September Underwriters (the “Issuer’s September Offering”)), constitute approximately 30.8% of the Common Stock outstanding upon such exercise and conversion (or approximately 30.4% of the Common Stock outstanding upon such exercise and conversion if the September Underwriters were to exercise in full their option to acquire an additional 3,000,000 shares of Common Stock from the Issuer to cover over-allotments (the “Over-Allotment Option”)).

13

          Pursuant to Rule 13d-3 under the Exchange Act, after giving effect to the purchase of Common Stock in the September Public Offering, Side Fund may be deemed to beneficially own 23,860 shares of Common Stock, including 20,048 shares of Common Stock that are subject to issuance upon exercise of the Warrants and conversion of the Series B Preferred Stock and the Series C Preferred Stock, which would, assuming 162,329,477 shares of Common Stock outstanding (after giving effect to the Issuer’s September Offering), whether or not the Over-Allotment Option is exercised by the September Underwriters, constitute less than 0.1% of the Common Stock outstanding upon such exercise and conversion.

           Pursuant to Rule 13d-3 under the Exchange Act, after giving effect to the purchase of Common Stock in the September Public Offering, Mr. McNamee may be deemed to beneficially own 133,544 shares of Common Stock, which are beneficially owned through a trust, which would, assuming 162,329,477 shares of Common Stock outstanding (after giving effect to the Issuer’s September Offering), whether or not the Over-Allotment Option is exercised by the September Underwriters, constitute 0.1% of the Common Stock outstanding.

           As of the date of filing of this Schedule 13D none of the other Reporting Persons beneficially owned any other shares of Common Stock.

Item 7. Material to Be Filed as Exhibits

          Item 7 of the Schedule 13D is hereby amended and supplemented by adding an additional exhibit as follows:

21.	Amendment No. 2 to Amended and Restated Registration Rights Agreement, dated September 22, 2009, among Palm, Inc., Elevation Partners, L.P. and Elevation Employee Side Fund, LLC (filed herewith).
22.	Waiver to Palm, Inc., dated September 22, 2009, executed by Elevation Partners, L.P. and Elevation Employee Side Fund, LLC (filed herewith).

14

Signatures

          After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: September 23, 2009

ELEVATION PARTNERS, L.P.
By:	Elevation Associates, L.P.,
	as General Partner
By:	Elevation Associates, LLC,
	as General Partner
By:	/s/ Fred Anderson
	Name: Fred Anderson
	Title: Manager
ELEVATION ASSOCIATES, L.P.
By:	Elevation Associates, LLC,
	as General Partner
By:	/s/ Fred Anderson
	Name: Fred Anderson
	Title: Manager
ELEVATION ASSOCIATES, LLC
By:	/s/ Fred Anderson
	Name: Fred Anderson
	Title: Manager
ELEVATION EMPLOYEE SIDE FUND, LLC
By:	Elevation Management, LLC,
	as Managing Member
By:	/s/ Fred Anderson
	Name: Fred Anderson
	Title: Manager

15

ELEVATION MANAGEMENT, LLC
By:	*
	Name: Fred Anderson
	Title: Manager
*
Fred Anderson
*
Marc Bodnick
*
Paul Hewson
*
Roger McNamee
*
Bret Pearlman
* /s/ Tracy Hogan
Attorney-in-fact for Reporting Persons pursuant to Power of Attorney

16

EX-99.21

Exhibit 21

AMENDMENT NO. 2 TO
AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT

     This AMENDMENT NO. 2 (this “Amendment”), dated as of September 22, 2009, by and among Palm, Inc., a Delaware corporation (the “Company”), Elevation Partners, L.P., a Delaware limited partnership (“Elevation”), and Elevation Employee Side Fund, LLC, a Delaware limited liability company (“Side Fund”), amends that certain Amended and Restated Registration Rights Agreement, dated as of January 9, 2009 (as amended, the “Agreement”), among the Company, Elevation and Side Fund. Capitalized terms that are not expressly defined herein shall have the meaning ascribed to them in the Agreement.

     WHEREAS, the parties hereto previously entered into the Agreement, which relates to the Company, the Purchased Shares, the Conversion Shares, the Warrants and the Warrant Shares;

     WHEREAS, pursuant to Section 3.6 of the Agreement, the Company and the Holders holding a majority of the Registrable Securities may amend the Agreement; and

     WHEREAS, the Company and the Holders holding all of the Registrable Securities are willing to amend the Agreement on the terms and conditions set forth herein;

     NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows:

1. Amendment to Registrable Securities. The definition of “Registrable Securities” set forth in Exhibit A of the Agreement is hereby deleted in its entirety and replaced with the following:

“‘Registrable Securities’ means (i) the Conversion Shares held by any Holder or issuable upon the conversion of Series B Preferred Stock or Series C Preferred Stock held by the Holders, (ii) the Warrant Shares held by any Holder or issuable upon the exercise of Warrants held by the Holders, (iii) any of the 8,166,666 shares of Common Stock purchased and received by the Holders on March 13, 2009 and held by any Holder, (iv) any of the 2,153,846 shares of Common Stock purchased by the Holders on September 22, 2009 and held by any Holder and (v) any Common Stock or other securities which may be issued, converted, exchanged or distributed in respect thereof, or in substitution therefor, in connection with any stock split, dividend or combination, or any recapitalization, reclassification, merger, consolidation, exchange or other similar reorganization with respect to the Conversion Shares, the Warrant Shares or the Common Stock described in clauses (iii) or (iv) of this sentence, as the case may be. As to any particular Registrable Securities, once issued, such Registrable Securities shall cease to be Registrable Securities when (A) a registration statement with respect to the sale by the Holder of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such registration statement, (B) such securities shall have been distributed to the public pursuant to Rule 144, or (C) such securities shall have ceased to be

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outstanding. For purposes of this Agreement, any required calculation of the amount of, or percentage of, Registrable Securities shall be based on the number of shares of Common Stock which are Registrable Securities, including shares issuable upon the conversion, exchange or exercise of any security convertible, exchangeable or exercisable into Common Stock (including the Series B Preferred Stock, the Series C Preferred Stock and the Warrants).”

2. Effective Date. This Amendment shall be effective as of the date hereof.

3. Continuing Effect of the Agreement. This Amendment shall not constitute an amendment of any other provision of the Agreement not expressly referred to herein. Except as expressly amended herein, the provisions of the Agreement are and shall remain in full force and effect.

4. Governing Law. This Amendment shall be governed in all respects by the Laws of the State of New York.

5. Headings. The descriptive headings of this Amendment are inserted for convenience only and do not constitute a substantive part of this Amendment.

6. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.

[Remainder of Page Intentionally Left Blank]

     IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their duly authorized representative as of the day and date first above written.

PALM, INC.
By:	/s/ Mary E. Doyle
Name:	Mary E. Doyle
Title:	SVP, GC
ELEVATION PARTNERS, L.P.
By: Elevation Associates, L.P., its general partner
By: Elevation Associates, LLC, its general partner
By:	/s/ Fred Anderson
Name:	Fred Anderson
Title:	Manager
ELEVATION EMPLOYEE SIDE FUND, LLC
By: Elevation Management, LLC, its manager
By:	/s/ Fred Anderson
Name:	Fred Anderson
Title:	Manager

[Signature Page to Amendment No. 2]

EX-99.22

Exhibit 22

September 22, 2009

Re:   Waiver of certain rights in connection with the Offering

Douglas C. Jeffries
Senior Vice President and Chief Financial Officer
Palm, Inc.
950 W. Maude Avenue,
Sunnyvale, California 94085

Dear Mr. Jeffries:

          Reference is made to the Amended and Restated Stockholder’s Agreement between Palm, Inc. (“Palm”), Elevation Partners, L.P. (“Elevation Partners”) and Elevation Employee Side Fund, LLC (together with Elevation Partners, “Elevation”) dated as of January 9, 2009 (the “Stockholders’ Agreement”) and the Amended and Restated Registration Rights Agreement between Palm and Elevation dated as of January 9, 2009, as amended (the “Registration Rights Agreement”). Each capitalized term used herein and not otherwise defined shall have the meaning ascribed to such term in the Registration Rights Agreement.

          Reference is also made to a notice dated September 8, 2009 which we received from Palm in connection with a contemplated underwritten public offering (the “Offering”) by the Company of its common stock, par value $0.001 per share (“Common Stock”), pursuant to an effective shelf registration statement on Form S-3ASR (file number 333-154941).

          Elevation, as Holders holding all the Registrable Securities, hereby waives:

1.	any and all rights provided in Section 2.1 of the Registration Rights Agreement to the extent entitling Elevation to include Registrable Securities in the registration with respect to the Offering; and
2.	any and all rights provided in Section 4.1 of the Stockholder’s Agreement to the extent entitling Elevation to purchase more than an aggregate of 2,153,846 shares of Common Stock in the Offering at the public offering price (with Elevation retaining the right to purchase in the Offering any lesser amount not exceeding such number).

          We are delivering this waiver to you in accordance with Section 3.6 of the Registration Rights Agreement and Section 5.7 of the Stockholder’s Agreement.

Very truly yours,

ELEVATION PARTNERS, L.P.
By:	Elevation Associates, L.P., as General Partner
By:	Elevation Associates, LLC, as General Partner
By:	/s/ Roger McNamee
	Name: Roger McNamee
	Title: Manager
ELEVATION EMPLOYEE SIDE FUND, LLC
By:	Elevation Management, LLC, its manager
By:	/s/ Roger McNamee
	Name: Roger McNamee
	Title: Manager

cc: Jonathan P. Shanberge, Palm, Inc.
William M. Kelly, Esq., Davis Polk & Wardwell LLP
Sarah K. Solum, Esq., Davis Polk & Wardwell LLP

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