SEC FORM 3

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^*

TA Investors II L.P.

(Last)

(First)

(Middle)

JOHN HANCOCK TOWER

200 CLARENDON ST. 56TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/24/2007

3. Issuer Name and Ticker or Trading Symbol
Monotype Imaging Holdings Inc. [ TYPE ]

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

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

5. 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 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	23,904⁽⁴⁾	D

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series A Convertible Preferred Stock	08/24/2005	⁽¹⁾	Common Stock	330,028⁽³⁾	⁽²⁾	D

Explanation of Responses:

1. These securities do not have an expiration date.

2. Upon the closing of the Issuer's initial public offering, each share of Series A Convertible Preferred Stock will automatically convert into four shares of Common Stock and one share of Redeemable Preferred Stock, which will be immediately redeemed at $1.653 per share.

3. The number of underlying shares of Common Stock reported in Column 3 reflects a 4-for-1 stock split of the Issuer's Common Stock on July 5, 2007.

4. The number of underlying shares of Common Stock reported in Column 2 reflects a 4-for-1 stock split of the Issuer's Common Stock on July 5, 2007.

Remarks:

The Reporting Person has two representatives on the Issuer's board of directors. A. Bruce Johnston and Jonathan W. Meeks currently serve as the Reporting Person's representative on the board of directors and, as such, the Reporting Person is deemed a director of the Issuer.

	TA Investors II L.P.	07/24/2007
	By TA Associates, Inc., Its General Partner	07/24/2007
	By Thomas P. Alber, Chief Financial Officer	07/24/2007
	** 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).
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