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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Elevation Partners, L.P. (Last) (First) (Middle) 2800 SAND HILL ROAD SUITE 160 (Street) MENLO PARK CA 94025 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol PALM INC [ PALM ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 03/09/2009
	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(1)(2)(4)	03/09/2009		P(5)		8,163,500	A	$6	8,163,500	D(9)
Common Stock(1)(3)(4)	03/09/2009		P(5)		3,166	A	$6	3,166	I	See footnote(10)

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
Series C Conv. Preferred Stock, par value $0.001 per share(1)(2)(4)	$3.25(6)	03/09/2009		S(5)			48,981	01/25/2009	10/24/2014(7)	Common Stock, par value $0.001 per share	15,071,076(8)	(13)	50,979	D(9)
Series C Conv. Preferred Stock, par value $0.001 per share(1)(3)(4)	$3.25(6)	03/09/2009		S(5)			19	01/25/2009	10/24/2014(7)	Common Stock, par value $0.001 per share	5,846(8)	(13)	21	I	See footnote(10)
Warrant (right to buy Common Stock)(1)(2)(4)	$3.25(11)	03/09/2009		S(5)			3,428,670	01/25/2009	10/24/2014	Common Stock, par value $0.001 per share	3,428,670(12)	(13)	3,568,530	D(9)
Warrant (right to buy Common Stock)(1)(3)(4)	$3.25(11)	03/09/2009		S(5)			1,330	01/25/2009	10/24/2014	Common Stock, par value $0.001 per share	1,330(12)	(13)	1,470	I	See footnote(10)

1. Name and Address of Reporting Person* Elevation Partners, L.P. (Last) (First) (Middle) 2800 SAND HILL ROAD SUITE 160 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Elevation Associates, L.P. (Last) (First) (Middle) 2800 SAND HILL ROAD SUITE 160 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Elevation Associates, LLC (Last) (First) (Middle) 2800 SAND HILL ROAD SUITE 160 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Elevation Employee Side Fund, LLC (Last) (First) (Middle) 2800 SAND HILL ROAD SUITE 160 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Elevation Management, LLC (Last) (First) (Middle) 2800 SAND HILL ROAD SUITE 160 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Bodnick Marc (Last) (First) (Middle) 2800 SAND HILL ROAD SUITE 160 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Hewson Paul (Last) (First) (Middle) 2800 SAND HILL ROAD SUITE 160 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* PEARLMAN BRET D (Last) (First) (Middle) 2800 SAND HILL ROAD SUITE 160 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. This Form 4 is filed on behalf of a group consisting of Elevation Partners, L.P. ("Elevation Partners"), Elevation Associates, L.P. ("Elevation GP"), Elevation Associates, LLC ("Elevation LLC"), Elevation Employee Side Fund, LLC ("Side Fund"), Elevation Management, LLC ("Elevation Management"), Mr. Marc Bodnick, Mr. Paul Hewson and Mr. Bret Pearlman. Elevation GP is the sole general partner of Elevation Partners, and Elevation LLC is the sole general partner of Elevation GP. Elevation Management is the sole managing member of Side Fund. Messrs. Bodnick, Hewson and Pearlman are managers of each of Elevation LLC and Elevation Management, as are Mr. Fred Anderson and Mr. Roger McNamee, who are filing Forms 4 separately. Each of the Reporting Persons may be deemed to be a director by deputization of the Issuer.

2. As the sole general partner of Elevation Partners, Elevation GP may be deemed to be the indirect beneficial owner of such securities under Rule 16a-1(a)(2) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). However, pursuant to Rule 16a-1(a)(4) promulgated under the Exchange Act, Elevation GP disclaims beneficial ownership of such securities, except to the extent of its pecuniary interest. As the sole general partner of Elevation GP, Elevation LLC may be deemed to be the indirect beneficial owner of such securities under Rule 16a-1(a)(2) promulgated under the Exchange Act. However, pursuant to Rule 16a-1(a)(4) promulgated under the Exchange Act, Elevation LLC disclaims beneficial ownership of such securities, except to the extent of its pecuniary interest.

3. As the sole managing member of Side Fund, Elevation Management may be deemed to be the indirect beneficial owner of such securities under Rule 16a-1(a)(2) promulgated under the Exchange Act. However, pursuant to Rule 16a-1(a)(4) promulgated under the Exchange Act, Elevation Management disclaims beneficial ownership of such securities, except to the extent of its pecuniary interest.

4. As managers of each of Elevation LLC and Elevation Management, Messrs. Bodnick, Hewson and Pearlman may be deemed to be the indirect beneficial owner of such securities under Rule 16a-1(a)(2) promulgated under the Exchange Act. However, pursuant to Rule 16a-1(a)(4) promulgated under the Exchange Act, each of Messrs. Bodnick, Hewson and Pearlman disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest.

5. Palm, Inc. (the "Issuer") exercised its right under the Securities Purchase Agreement, dated December 22, 2008, between the Issuer and Elevation Partners, to require Elevation Partners and Side Fund to sell an aggregate of 49,000 detachable units (a "Unit") in the reported transaction. The Units are being sold in a registered underwritten secondary offering pursuant to an underwriting agreement entered into on March 9, 2009. Elevation Partners and Side Fund agreed to use the proceeds from such sale to purchase shares of common stock, par value $0.001 per share, of the Issuer ("Common Stock") from the underwriters for the underwritten secondary offering.

6. Subject to anti-dilution adjustment pursuant to the terms of the Series C Convertible Preferred Stock, par value $0.001 per share (the "Series C Preferred Stock").

7. The Series C Preferred Stock is mandatorily redeemable on October 24, 2014. The Series C Preferred Stock is also subject to earlier redemption, repurchase or mandatory conversion in accordance with the terms thereof.

8. This is the number of shares of Common Stock that would have been issuable upon conversion of the Series C Preferred Stock being disposed of as of the date of this filing.

9. These securities are directly owned by Elevation Partners. Elevation GP, Elevation LLC and Messrs. Bodnick, Hewson and Pearlman may have indirect beneficial ownership of these shares. See Footnotes 1, 2 and 4.

10. These securities are directly owned by Side Fund. Elevation Management and Messrs. Bodnick, Hewson and Pearlman may have indirect beneficial ownership of these securities. See Footnotes 1, 3 and 4.

11. Subject to anti-dilution adjustment pursuant to the terms of the Warrants for the purchase of shares of Common Stock (the "Warrants").

12. This is the number of shares of Common Stock that would have been issuable upon exercise of the Warrants being disposed of as of the date of this filing.

13. The reported securities are included within Units sold by Elevation Partners and Side Fund for a price of $1,000 per Unit. Each Unit consists of one share of the Series C Preferred Stock and a Warrant exercisable for the purchase of 70 shares of Common Stock.

	/*/ Tracy Hogan, Attorney-in-Fact for Reporting Persons pursuant to Power of Attorney (see signatures of other Reporting Persons on the attached Exhibit 99.1)	03/10/2009
	** Signature of Reporting Person	Date
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