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*
TA ASSOCIATES, L.P.

(Last) (First) (Middle)
JOHN HANCOCK TOWER
200 CLARENDON ST, 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)
Director 10% Owner
Officer (give title below) X Other (specify below)
See General Remarks
3. Date of Earliest Transaction (Month/Day/Year)
10/22/2012
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 10/22/2012 S(1) 63,286(2) D $11.0219 928,341 I See Footnote 7(7)
Common Stock 10/22/2012 S(1) 29,282(3) D $11.0219 429,337 I See Footnote 8(8)
Common Stock 10/22/2012 S(1) 1,312(4) D $11.0219 19,044 I See Footnote 9(9)
Common Stock 10/22/2012 S(1) 236(5) D $11.0219 3,465 I See Footnote 10(10)
Common Stock 10/22/2012 S(1) 284(6) D $11.0219 76,313 I See Footnote 11(11)
Common Stock 10/23/2012 S(1) 402(2) D $11.0067 927,939 I See Footnote 7(7)
Common Stock 10/23/2012 S(1) 186(3) D $11.0067 429,151 I See Footnote 8(8)
Common Stock 10/23/2012 S(1) 8(4) D $11.0067 19,036 I See Footnote 9(9)
Common Stock 10/23/2012 S(1) 2(5) D $11.0067 3,463 I See Footnote 10(10)
Common Stock 10/23/2012 S(1) 2(6) D $11.0067 76,311 I See Footnote 11(11)
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
1. Name and Address of Reporting Person*
TA ASSOCIATES, L.P.

(Last) (First) (Middle)
JOHN HANCOCK TOWER
200 CLARENDON ST, 56TH FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)
1. Name and Address of Reporting Person*
TA IX LP

(Last) (First) (Middle)
JOHN HANCOCK TOWER
200 CLARENDON ST. 56TH FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)
1. Name and Address of Reporting Person*
TA ASSOCIATES IX LLC

(Last) (First) (Middle)
JOHN HANCOCK TOWER
200 CLARENDON ST. 56TH FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)
1. Name and Address of Reporting Person*
TA Atlantic & Pacific V L P

(Last) (First) (Middle)
JOHN HANCOCK TOWER
200 CLARENDON ST. 56TH FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)
1. Name and Address of Reporting Person*
TA Associates AP V L.P.

(Last) (First) (Middle)
JOHN HANCOCK TOWER
200 CLARENDON ST. 56TH FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)
1. Name and Address of Reporting Person*
TA ASSOCIATES STRATEGIC PARTNERS FUND A LP

(Last) (First) (Middle)
JOHN HANCOCK TOWER
200 CLARENDON ST 56TH FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)
1. Name and Address of Reporting Person*
TA ASSOCIATES STRATEGIC PARTNERS FUND B LP

(Last) (First) (Middle)
JOHN HANCOCK TOWER
200 CLARENDON ST 56TH FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)
1. Name and Address of Reporting Person*
TA ASSOCIATES SPF LP

(Last) (First) (Middle)
JOHN HANCOCK TOWER
200 CLARENDON ST. 56TH FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)
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 MA 02116

(City) (State) (Zip)
Explanation of Responses:
1. The sales reported in this Form 4 were effected pursuant to Rule 10b5-1 trading plans adopted by TA Associates, L.P. on February 29, 2012 and March 1, 2012.
2. These securities were sold solely by TA IX L.P.
3. These securities were sold solely by TA Atlantic and Pacific V L.P.
4. These securities were sold solely by TA Strategic Partners Fund A L.P.
5. These securities were sold solely by TA Strategic Partners Fund B L.P.
6. These securities were sold solely by TA Investors II L.P.
7. These securities are owned solely by TA IX L.P. TA Associates, L.P. is the Manager of TA Associates IX LLC, which is the General Partner of TA IX L.P. Each of TA Associates, L.P. and TA Associates IX LLC may be deemed to have a beneficial interest in shares held by TA IX L.P. and each disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest in such shares which is subject to indeterminable future events.
8. These securities are owned solely by TA Atlantic and Pacific V L.P. TA Associates, L.P. is the General Partner of TA Associates AP V L.P., which is the General Partner of TA Atlantic and Pacific V L.P. Each of TA Associates, L.P. and TA Associates AP V L.P. may be deemed to have a beneficial interest in shares held by TA Atlantic and Pacific V L.P. and each disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest in such shares which is subject to indeterminable future events.
9. These securities are owned solely by TA Strategic Partners Fund A L.P. TA Associates, L.P. is the General Partner of TA Associates SPF L.P., which is the General Partner of TA Strategic Partners Fund A L.P. Each of TA Associates, L.P. and TA Associates SPF L.P. may be deemed to have a beneficial interest in shares held by TA Strategic Partners Fund A L.P. and each disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest in such shares which is subject to indeterminable future events.
10. These securities are owned solely by TA Strategic Partners Fund B L.P. TA Associates, L.P. is the General Partner of TA Associates SPF L.P., which is the General Partner of TA Strategic Partners Fund B L.P. Each of TA Associates, L.P. and TA Associates SPF L.P. may be deemed to have a beneficial interest in shares held by TA Strategic Partners Fund B L.P. and each disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest in such shares which is subject to indeterminable future events.
11. These securities are owned solely by TA Investors II L.P., TA Associates, L.P. is the General Partner of TA Investors II L.P. TA Associates, L.P. may be deemed to have a beneficial interest in shares held by TA Investors II L.P. and disclaims beneficial ownership of such shares.
Remarks:
The Reporting Persons are members of a 13(d) group. The Reporting Persons have a representative on the Issuer's board of directors. C. Kevin Landry currently serves as the Reporting Person's representative on the board of directors and, as such, the Reporting Persons are deemed directors of the Issuer.
TA Associates, L.P. By Thomas P. Alber, Chief Financial Officer 10/24/2012
TA IX L.P., By TA Associates IX LLC, Its General Partner, By TA Associates, L.P., Its Manager, By Thomas P. Alber, Chief Financial Officer 10/24/2012
TA Associates IX LLC, By TA Associates, L.P., Its Manager, By Thomas P. Alber, Chief Financial Officer 10/24/2012
TA Atlantic and Pacific V L.P., By TA Associates AP V L.P., Its General Partner, By TA Associates, L.P., Its General Partner, By Thomas P. Alber, Chief Financial Officer 10/24/2012
TA Associates AP V L.P., By TA Associates, L.P., Its General Parter, By Thomas P. Alber, Chief Financial Officer 10/24/2012
TA Strategic Partners Fund A L.P., By TA Associates SPF L.P., Its General Partner, By TA Associates, L.P., Its General Partner, By Thomas P. Alber, Chief Financial Officer 10/24/2012
TA Strategic Partners Fund B L.P., By TA Associates SPF L.P., Its General Partner, By TA Associates, L.P., Its General Partner, By Thomas P. Alber, Chief Financial Officer 10/24/2012
TA Associates SPF L.P., By TA Associates, L.P., Its General Partner, By Thomas P. Alber, Chief Financial Officer 10/24/2012
TA Investors II L.P., By TA Associates, L.P., Its General Partner, By Thomas P. Alber, Chief Financial Officer 10/24/2012
** 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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