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* SUMMIT PARTNERS L P (Last) (First) (Middle) 222 BERKELEY STREET 18TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol optionsXpress Holdings, Inc. [ OXPS ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) X Other (specify below) Mang Mbr of GP of 10% Owner
	3. Date of Earliest Transaction (Month/Day/Year) 02/01/2005
	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	02/01/2005		C		18,196,074(1)	A	(2)	18,328,489(3)	I	Mang Mbr of GP of 10% Owner
Common Stock	02/01/2005		S		4,500,000(4)	D	$15.345	13,828,489(5)	I	Mang Mbr of GP of 10% Owner

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 A Preferred Stock	(2)	02/01/2005		C			18,196,074(1)	(2)	(2)	Common Stock	18,196,074(1)	(2)	0	I	Mang Mbr of GP of 10% Owner

1. Name and Address of Reporting Person* SUMMIT PARTNERS L P (Last) (First) (Middle) 222 BERKELEY STREET 18TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Mang Mbr of GP of 10% Owner

1. Name and Address of Reporting Person* SUMMIT PARTNERS VI GP LLC (Last) (First) (Middle) 222 BERKELEY STREET 18TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Indirect GP of 10% Owner

1. Name and Address of Reporting Person* SUMMIT PARTNERS VI GP LP (Last) (First) (Middle) 222 BERKELEY STREET 18TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) GP of 10% Owner

1. Name and Address of Reporting Person* COLLINS SCOTT C (Last) (First) (Middle) C/O SUMMIT PARTNERS 222 BERKELEY STREET, 18TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Indirect GP of 10% Owner

1. Name and Address of Reporting Person* MOHAN KEVIN P (Last) (First) (Middle) C/O SUMMIT PARTNERS 222 BERKELEY STREET, 18TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Indirect GP of 10% Owner

1. Name and Address of Reporting Person* WALSH ROBERT V (Last) (First) (Middle) C/O SUMMIT PARTNERS 222 BERKELEY STREET, 18TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Indirect GP of 10% Owner

Explanation of Responses:

1. Shares are held as follows: 12,333,000 shares in the name of Summit Ventures VI-A, L.P.; 5,143,358 shares in the name of Summit Ventures VI-B, L.P.; 256,493 shares in the name of Summit VI Advisors Fund, L.P.; 393,803 shares in the name of Summit VI Entrepreneurs Fund, L.P.; and 69,420 shares in the name of Summit Investors VI, L.P.

2. Each share of Series A Preferred Stock was converted into one(1) share of Common Stock upon the completion of OXPS' initial public offering. There was no expiration date.

3. Shares are held as follows: 12,422,748 shares in the name of Summit Ventures VI-A, L.P.; 5,180,790 shares in the name of Summit Ventures VI-B, L.P.; 258,360 shares in the name of Summit VI Advisors Fund, L.P.; 396,668 shares in the name of Summit VI Entrepreneurs Fund, L.P.; and 69,923 shares in the name of Summit Investors VI, L.P.

4. Shares are held as follows: 3,050,026 shares in the name of Summit Ventures VI-A, L.P.; 1,271,984 shares in the name of Summit Ventures VI-B, L.P.; 63,432 shares in the name of Summit VI Advisors Fund, L.P.; 97,390 shares in the name of Summit VI Entrepreneurs Fund, L.P.; and 17,168 shares in the name of Summit Investors VI, L.P.

5. Shares are held as follows: 9,372,722 shares in the name of Summit Ventures VI-A, L.P.; 3,908,806 shares in the name of Summit Ventures VI-B, L.P.; 194,928 shares in the name of Summit VI Advisors Fund, L.P.; 299,278 shares in the name of Summit VI Entrepreneurs Fund, L.P.; and 52,755 shares in the name of Summit Investors VI, L.P.

Remarks:

The entities mentioned in Footnotes 1, 3, 4 and 5 are collectively referred to as "Summit Partners". Summit Partners, L.P. is the managing member of Summit Partners VI (GP), LLC, which is the general partner of Summit Partners VI (GP), L.P., which is the general partner of each of Summit Ventures VI-A, L.P., Summit Ventures VI-B, L.P., Summit VI Advisors Fund, L.P., Summit VI Entrepreneurs Fund, L.P. and Summit Investors VI, L.P. Messrs. Collins, Mohan and Walsh, along with Peter Y. Chung, Bruce R. Evans, Walter G. Kortschak, Martin J. Mannion, Thomas S. Roberts, E. Roe Stamps, IV, Joseph F. Trustey, Stephen G. Woodsum and Gregory M. Avis (who are included in a separate report due to the restriction on the number of joint filers in an electronic report), are the members of Summit Master Company, LLC, which is the general partner of Summit Partners, L.P., and each disclaims beneficial ownership of the shares held by Summit Partners, except to the extent of his pecuniary interest therein.

	Summit Partners, L.P., by Summit Master Company, LLC, Its General Partner, by Robin W. Devereux, Power of Attorney for Martin J. Mannion, Member	02/03/2005
	Summit Partners VI (GP), LLC, by Robin W. Devereux, Power of Attorney for Martin J. Mannion, Member	02/03/2005
	Summit Partners VI (GP), L.P., by Summit Partners VI (GP), LLC, Its General Partner, by Robin W. Devereux, Power of Attorney for Martin J. Mannion, Member	02/03/2005
	Robin W. Devereux, Power of Attorney for Scott C. Collins	02/03/2005
	Robin W. Devereux, Power of Attorney for Kevin P. Mohan	02/03/2005
	Robin W. Devereux, Power of Attorney for Robert V. Walsh	02/03/2005
	** Signature of Reporting Person	Date
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