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

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* ACCEL INTERNET FUND III ASSOCIATES LLC (Last) (First) (Middle) 428 UNIVERSITY AVENUE (Street) PALO ALTO CA 94301 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 03/05/2007	3. Issuer Name and Ticker or Trading Symbol METROPCS COMMUNICATIONS INC [ NONE ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year) 03/07/2007
			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 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	248,130(1)	I(1)	Held directly by Ellmore C. Patterson Partners(1)(2)(3)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* ACCEL INTERNET FUND III ASSOCIATES LLC (Last) (First) (Middle) 428 UNIVERSITY AVENUE (Street) PALO ALTO CA 94301 (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* ACCEL IV ASSOCIATES LP (Last) (First) (Middle) 428 UNIVERSITY AVENUE (Street) PALO ALTO CA 94301 (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* ACCEL PARTNERS & CO INC (Last) (First) (Middle) 428 UNIVERSITY AVENUE (Street) PALO ALTO CA 94301 (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* ACCEL VII ASSOCIATES LLC (Last) (First) (Middle) 428 UNIVERSITY AVENUE (Street) PALO ALTO CA 94301 (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* WAGNER J PETER (Last) (First) (Middle) 428 UNIVERSITY AVENUE (Street) PALO ALTO CA 94301 (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* GOUW RANZETTA THERESIA (Last) (First) (Middle) 428 UNIVERSITY AVENUE (Street) PALO ALTO CA 94301 (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* KLINGENSTEIN PAUL H (Last) (First) (Middle) 428 UNIVERSITY AVENUE (Street) PALO ALTO CA 94301 (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* HOMESTAKE PARTNERS LP (Last) (First) (Middle) 428 UNIVERSITY AVENUE (Street) PALO ALTO CA 94301 (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* EVNIN LUKE (Last) (First) (Middle) 428 UNIVERSITY AVENUE (Street) PALO ALTO CA 94301 (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* HILL EUGENE D III (Last) (First) (Middle) 428 UNIVERSITY AVENUE (Street) PALO ALTO CA 94301 (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 amount includes 82,800 shares that were omitted from the original Form 3 filed jointly by the reporting persons. Each of the following entities is jointly filing this Form 3 and, with Arthur C. Patterson, 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 '94 L.P., Accel Investors '99 L.P., Accel IV LP, Accel Keiretsu L.P., Accel VII L.P., ACP Family Partnership L.P. and Ellmore C. Patterson Partners.

2. Each reporting person other than the referenced individual or entity disclaims beneficial ownership of these securities except to the extent of his, or its, pecuniary interest therein, and this report shall not be deemed an admission that any such reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

3. Arthur C. Patterson is the sole general partner of Ellmore C. Patterson Partners.

Remarks:

This is Part 2 of a two part filing. This Form 3 is being filed in two parts because of the 10 reporting person limitation of the electronic filing system. Part 1 is being filed by the following reporting persons: Accel Internet Fund III L.P., Accel Investors '94 L.P., Accel Investors '99 L.P., Accel IV L.P., Accel Keiretsu L.P., Accel VII L.P., ACP Family Partnership L.P., Ellmore C. Patterson Partners, James R. Swartz and James W. Breyer.

	/s/ Tracy L. Sedlock, as Attorney in Fact for Accel Internet Fund III Associates L.L.C.	03/27/2007
	/s/ Tracy L. Sedlock, as Attorney in Fact for Accel IV Associates L.P.	03/27/2007
	/s/ Tracy L. Sedlock, as Attorney in Fact for Accel Partners & Co., Inc.	03/27/2007
	/s/ Tracy L. Sedlock, as Attorney in Fact for Accel VII Associates L.L.C.	03/27/2007
	/s/ Tracy L. Sedlock, as Attorney in Fact for J. Peter Wagner	03/27/2007
	/s/ Tracy L. Sedlock, as Attorney in Fact for Theresia Gouw Ranzetta	03/27/2007
	/s/ Tracy L. Sedlock, as Attorney in Fact for Paul H. Klingenstein	03/27/2007
	/s/ Tracy L. Sedlock, as Attorney in Fact for Homestake Partners L.P.	03/27/2007
	/s/ Tracy L. Sedlock, as Attorney in Fact for Luke B. Evnin	03/27/2007
	/s/ Tracy L. Sedlock, as Attorney in Fact for Eugene D. Hill III	03/27/2007
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.