X0202 4/A 2005-08-03 2005-08-05 0 0001297633 PortalPlayer, Inc. PLAY 0001106607 JP MORGAN PARTNERS BHCA LP C/O J.P. MORGAN PARTNERS 1221 AVENUE OF THE AMERICAS 40TH FLOOR NEW YORK NY 10020 0 0 1 0 0001243235 JPMP MASTER FUND MANAGER L P C/O JPMORGAN PARTNERS LLC 1221 AVENUE OF THE AMERICAS 40TH FL. NEW YORK NY 10020 0 0 1 0 0001330534 JPMP CAPITAL CORP 1221 AVENUE OF THE AMERICAS 39TH FLOOR NEW YORK NY 10020 0 0 1 0 0001162622 JP MORGAN PARTNERS GLOBAL INVESTORS LP 0 0 1 0 0001167095 J P MORGAN PARTNERS GLOBAL INVESTORS A LP 0 0 1 0 0001169890 J P MORGAN PARTNERS GLOBAL INVESTORS CAYMAN LP C/O J P MORGAN PARTNERS 1221 AVENUE OF THE AMERICAS 40TH FL NEW YORK NY 10020 0 0 1 0 0001169889 J P MORGAN PARTNERS GLOBAL INVESTORS CAYMAN II LP C/O J P MORGAN PARTNERS 1221 AVENUE OF THE AMERICAS 40TH FL NEW YORK NY 10020 0 0 1 0 0001317638 JP MORGAN PARTNERS GLOBAL INVESTORS SELLDOWN LLP 1221 AVENUE OF THE AMERICAS NEW YORK NY 10020 0 0 1 0 Common Stock 2005-08-03 4 S 0 79298 23.94 D 2297923 D Common Stock 2005-08-03 4 S 0 6882 23.94 D 206820 I See footnote Common Stock 2005-08-03 4 S 0 938 23.94 D 28194 I See footnote Common Stock 2005-08-03 4 S 0 3493 23.94 D 104972 I See footnote Common Stock 2005-08-03 4 S 0 389 23.94 D 11698 I See footnote Common Stock 86322 I See footnote Stock Option (right to buy) 24.10 2006-07-10 2015-07-28 Common Stock 8375 8375 I See footnote The amount shown includes shares of restricted stock awarded under the 2004 Stock Incentive Plan to Shahan Soghikian, a director of the Issuer. The restricted stock vests and becomes exercisable on June 10, 2006; provided, however, that each restricted share become fully vested immediately prior to the next regular annual meeting of the company's stockholders following the date of grant in the event such meeting occurs prior to June 10, 2006. Mr. Soghikian is obligated to transfer these shares to the reporting person, at the request of the reporting person. The amount shown represents the beneficial ownership of the Issuer's equity securities by J.P. Morgan Partners Global Investors, L.P. The Reporting Person has no pecuniary interest in such securities. The amount shown represents the beneficial ownership of the Issuer's equity securities by J.P. Morgan Partners Global Investors A, L.P. The Reporting Person has no pecuniary interest in such securities. The amount shown represents the beneficial ownership of the Issuer's equity securities by J.P. Morgan Partners Global Investors (Cayman), L.P. ("Cayman"). The Reporting Person has no pecuniary interest in such securities. The amount shown represents the beneficial ownership of the Issuer's equity securities by J.P. Morgan Partners Global Investors (Cayman) II, L.P. ("Cayman II"). The Reporting Person has no pecuniary interest in such securities. The amount shown represents the beneficial ownership of the Issuer's equity securities by J.P. Morgan Partners Global Investors (Cayman) II, L.P. ("Cayman II"). The Reporting Person has no pecuniary interest in such securities. The option vests and becomes exercisable on June 10, 2006; provided, however, that the option shall vest and become exercisable in full immediately prior to the next regular annual meeting of the Company's stockholders, following the date of grant in the event such meeting occurs prior to June 10, 2006. Mr. Soghikian is obligated to transfer any shares issued under the stock option to J.P. Morgan Partners (BHCA), L.P. ("JPM BHCA"), at the request of JPM BHCA. This form is being amended to show the correct amounf of shares sold by JPM BHCA on August 3, 2005. JPM BHCA sold 79,298 shares and not 79,301 as was previously reported. J.P. Morgan Partners (BHCA), L.P. By: JPMP Master Fund Manager, L.P., its general partner By: JPMP Capital Corp., its general partner By: /s/ Jeffrey C. Walker, President 2005-08-17