SEC FORM 4

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^*

PATTERSON ARTHUR C

(Last)

(First)

(Middle)

428 UNIVERSITY AVENUE

(Street)

PALO ALTO

94301

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/12/2010

4. 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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/12/2010		J		6,777,876⁽¹⁾	D	$0	0⁽²⁾⁽³⁾	I	By Accel VII L.P.⁽²⁾⁽³⁾
Common Stock	11/12/2010		J		1,694,409⁽⁴⁾	D	$0	0⁽²⁾⁽⁵⁾	I	By Accel Internet Fund III L.P.⁽²⁾⁽⁵⁾
Common Stock	11/12/2010		J		837,441⁽⁶⁾	D	$0	0⁽²⁾⁽⁷⁾	I	By Accel Investors '99 L.P.⁽²⁾⁽⁷⁾
Common Stock	11/12/2010		J		1,214⁽⁶⁾	A	$0	2,983,181⁽²⁾⁽⁸⁾	I	By ACP Family Partnership L.P.⁽²⁾⁽⁸⁾
Common Stock	11/12/2010		J		209,652⁽⁶⁾	A	$0	2,090,440⁽²⁾⁽⁹⁾	I	By Ellmore C. Patterson Partners⁽²⁾⁽⁹⁾
Common Stock	11/12/2010		J		191,807⁽¹⁾	A	$0	488,706⁽²⁾	D
Common Stock	11/12/2010		J		22,592⁽⁴⁾	A	$0	22,592⁽²⁾	I	By Accel Internet Fund III Associates L.L.C.⁽²⁾
Common Stock	11/16/2010		S		22,592	D	$11.22	22,592	I	By Accel Internet Fund III L.L.C.
Common Stock								436,576⁽²⁾⁽¹⁰⁾	I	By ACP 2007 Accel-7 GRAT U/A/D 4/2/07⁽²⁾⁽¹⁰⁾
Common Stock								436,577⁽²⁾⁽¹¹⁾	I	By ACP 2007 Accel-10 GRAT U/A/D 4/2/07⁽²⁾⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. These shares were transfered without additional consideration to partners in pro rata distributions purusant to the partership agreement of Accel VII L.P.

2. The reporting person is affiliated with the following entities, and with such entities is deemed to be a member of a "group" under Section 13d-3 of the Securities Exchange Act of 1934, as amended: Accel Internet Fund III L.P., Accel Investors '99 L.P., ACP Family Partnership L.P., Accel VII L.P., Ellmore C. Patterson Partners, ACP 2007 ACCEL-7 GRAT U/A/D 4/2/07 and ACP 2007 ACCEL-10 GRAT U/A/D 4/2/07. The reporting person disclaims beneficial ownership of the securities held by such entities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

3. These shares are held directly by Accel VII L.P. Accel VII Associates L.L.C. is the general partner of Accel VII L.P. and has sole voting and investment power. The reporting person, James R. Swartz, James W. Breyer, J. Peter Wagner and Theresia G. Ranzetta are the managing members of Accel VII Associates L.L.C. and share such power.

4. These shares were transferred without additional consideration in pro rata distrubutions pursuant to the partnership agreement of Accel Internet Fund III L.P.

5. These shares are held directly by Accel Internet Fund III L.P. Accel Internet Fund III Associates L.L.C. is the general partner of Accel Internet Fund III L.P. and has sole voting and investment power. The reporting person, James R. Swartz, James W. Breyer, J. Peter Wagner and Theresia G. Ranzetta are the managing members of Accel Internet Fund III Associates L.L.C. and share such power.

6. These shares were transfered without additional consideration in pro rata distributions pursuant to the partnership agreement of Accel Investors '99 L.P.

7. These shares are held directly by Accel Investors '99 L.P. The reporting person, James R. Swartz, James W. Breyer and J. Peter Wagner are the general partners of Accel Investors '99 L.P. and share such power.

8. These shares are held directly by ACP Family Partnership L.P. Members of the reporting person's immediate family are beneficial holders of ACP Family Partnership L.P., and the reporting person may be deemed to exercise voting and investment power over such shares.

9. These shares are held directly by Ellmore C. Patterson Partners. The reporting person is a director of the general partner of Ellmore C. Patterson Partners.

10. These shares are held directly by ACP 2007 Accel-7 GRAT U/A/D 4/2/07 of which the reporting person is the trustee.

11. These shares are held directly by ACP 2007 Accel-10 GRAT U/A/D 4/2/07 of which the reporting person is the trustee.

	/s/ Tracy L. Sedlock, as Attorney in Fact for Arthur C. Patterson	11/16/2010
	** 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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