SEC Filing - Portal Player, Inc.

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Expires: January 31, 2005 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^*
JP MORGAN PARTNERS BHCA LP
2. Date of Event Requiring Statement (MM/DD/YYYY) 11/18/2004
3. Issuer Name and Ticker or Trading Symbol
PortalPlayer, Inc. [PLAY]

(Last)        (First)        (Middle)
C/O J.P. MORGAN PARTNERS, 1221 AVENUE OF THE AMERICAS 40TH FLOOR
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director                                __ X __ 10% Owner
_____ Officer (give title below)                _____ Other (specify below)

(Street)
NEW YORK,NY 10020

(City)              (State)              (Zip) 5. If Amendment, Date Original Filed (MM/DD/YYYY)

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)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)

1. Title of Derivate Security
(Instr. 4) 2. Date Exercisable and Expiration Date
(MM/DD/YYYY) 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: 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

Series A convertible preferred stock ⁽¹⁾ ⁽¹⁾ Common Stock 23893 ⁽²⁾ D

Series B convertible preferred stock ⁽¹⁾ ⁽¹⁾ Common Stock 6509 ⁽²⁾ D

Series C convertible preferred stock ⁽¹⁾ ⁽¹⁾ Common Stock 3054 ⁽²⁾ D

Series C-1 convertible preferred stock ⁽¹⁾ ⁽¹⁾ Common Stock 10063 ⁽²⁾ D

Series D convertible preferred stock ⁽¹⁾ ⁽¹⁾ Common Stock 2778395 ⁽²⁾ D

Series E convertible preferred stock ⁽¹⁾ ⁽¹⁾ Common Stock 1570361 ⁽²⁾ D

Series D convertible preferred stock ⁽¹⁾ ⁽¹⁾ Common Stock 440270 ⁽²⁾ I See Footnote ⁽³⁾

Series E convertible preferred stock ⁽¹⁾ ⁽¹⁾ Common Stock 248844 ⁽²⁾ I See Footnote ⁽³⁾

Series D convertible preferred stock ⁽¹⁾ ⁽¹⁾ Common Stock 60018 ⁽²⁾ I See Footnote ⁽⁴⁾

Series E convertible preferred stock ⁽¹⁾ ⁽¹⁾ Common Stock 33922 ⁽²⁾ I See Footnote ⁽⁴⁾

Series D convertible preferred stock ⁽¹⁾ ⁽¹⁾ Common Stock 223461 ⁽²⁾ I See Footnote ⁽⁵⁾

Series E convertible preferred stock ⁽¹⁾ ⁽¹⁾ Common Stock 126301 ⁽²⁾ I See Footnote ⁽⁵⁾

Series D convertible preferred stock ⁽¹⁾ ⁽¹⁾ Common Stock 24903 ⁽²⁾ I See Footnote ⁽⁶⁾

Series E convertible preferred stock ⁽¹⁾ ⁽¹⁾ Common Stock 14075 ⁽²⁾ I See Footnote ⁽⁶⁾

Explanation of Responses:

( 1) The Series A, B, C, C-1, D and E Convertible Preferred Stock is immediately exercisable. It has no expiration date.

( 2) Reflects a 1-for-3 reverse split of the common stock. The Series A and B Convertible Preferred Stock is convertible on a 1 for 0.6667 basis. The Series C, D and E Convertible Preferred Stock is convertible on a 1 for 0.3333 basis. The Series C-1 Convertible Preferred Stock is convertible on a 1 for 116.8317 basis.

( 3) The amount shown represents the beneficial ownership of the Issuer's securities owned by J.P. Morgan Partners Global Investors, L.P.

( 4) The amount shown represents the beneficial ownership of the Issuer's securities owned by J.P. Morgan Partners Global Investors, A, L.P.

( 5) The amount shown represents the beneficial ownership of the Issuer's securities owned by J.P. Morgan Partners Global Investors (Cayman), L.P.

( 6) The amount shown represents the beneficial ownership of the Issuer's securities owned by J.P. Morgan Partners Global Investors (Cayman) II, L.P.

Reporting Owners

Reporting Owner Name / Address Relationships

Director 10% Owner Officer Other

JP MORGAN PARTNERS BHCA LP
C/O J.P. MORGAN PARTNERS
1221 AVENUE OF THE AMERICAS 40TH FLOOR
NEW YORK, NY 10020
X

JPMP MASTER FUND MANAGER L P
JP MORGAN PARTNERS LLC
1221 AVENUE OF THE AMERICAS 40TH FLOOR
NEW YORK, NY 10020
X

JPMP CAPITAL CORP
C/O J.P. MORGAN PARTNERS, LLC
1221 AVENUE OF THE AMERICAS 40TH FLOOR
NEW YORK, NY 10020
X

J P MORGAN CHASE & CO
270 PARK AVE
39TH FL
NEW YORK, NY 10017
X

JP MORGAN PARTNERS GLOBAL INVESTORS LP
1221 AVENUE OF THE AMERICAS
40TH FLOOR
NEW YORK, NY 10020
X

J P MORGAN PARTNERS GLOBAL INVESTORS A LP
1221 AVENUE OF THE AMERICAS
40TH FLOOR
NEW YORK, NY 10020
X

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
X

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
X

JPMP GLOBAL INVESTORS L P
C/O J.P. MORGAN PARTNERS, LLC
1221 AVENUE OF THE AMERICAS 40TH FLOOR
NEW YORK, NY 10020
X

Signatures

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 11/18/2004

^** 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 control number.

JPMP BHCA/Portal Player, Inc. Exhibit 99.1

Name and Address of Reporting Person ⁽¹⁾	Designated Reporter ⁽¹⁾⁾	Date of Event Requiring Statement	Issuer Name, Ticker or Trading Symbol	Title and Amount of Security	Title of Derivative Securities and Title and Amount of Securities Underlying Derivative Securities	Ownership Form: Direct (D) or Indirect (I)	Nature of Indirect Beneficial Ownership	Disclaims Pecuniary Interest
JPMP Master Fund Manager, L.P. c/o J.P. Morgan Partners, LLC 1221 Avenue of the Americas - 40th Floor New York, NY 10020	J.P. Morgan Partners (BHCA), L.P.	November 18, 2004	Portal Player, Inc. (“PLAY”)	See Table II Rows 1 through 6	See Table II Rows 1 through 6	I	See Explanatory Note 2 below	No
JPMP Capital Corp. c/o J.P. Morgan Partners, LLC 1221 Avenue of the Americas - 40th Floor New York, NY 10020	J.P. Morgan Partners (BHCA), L.P.	November 18, 2004	Portal Player, Inc. (“PLAY”)	See Table II	See Table II	I	See Explanatory Note 3 below	No
JP Morgan Chase & Co. 270 Park Avenue 35 ^th Floor New York, NY 10017	J.P. Morgan Partners (BHCA), L.P.	November 18, 2004	Portal Player, Inc. (“PLAY”)	See Table II	See Table II	I	See Explanatory Note 4 below	No
J.P. Morgan Partners, Global Investors, L.P. c/o J.P. Morgan Partners, LLC 1221 Avenue of the Americas-40 ^th Floor New York, New York 10020	J.P. Morgan Partners (BHCA), L.P.	November 18, 2004	Portal Player, Inc. (“PLAY”)	See Table II Rows 7 and 8	See Table II Rows 7 and 8	D	See Explanatory Note 5 below
J.P. Morgan Partners, Global Investors A, L.P. c/o J.P. Morgan Partners, LLC 1221 Avenue of the Americas-40 ^th Floor New York, New York 10020	J.P. Morgan Partners (BHCA), L.P.	November 18, 2004	Portal Player, Inc. (“PLAY”)	See Table II Rows 9 and 10	See Table II Rows 9 and 10	D	See Explanatory Note 6 below
J.P. Morgan Partners, Global Investors (Cayman), L.P. c/o J.P. Morgan Partners, LLC 1221 Avenue of the Americas-40 ^th Floor New York, New York 10020	J.P. Morgan Partners (BHCA), L.P.	November 18, 2004	Portal Player, Inc. (“PLAY”)	See Table II Rows 11 and 12	See Table II Rows 11 and 12	D	See Explanatory Note 7 below

J.P. Morgan Partners Global Investors (Cayman) II, L.P. c/o J.P. Morgan Partners, LLC 1221 Avenue of the Americas-40 ^th Floor New York, New York 10020	J.P. Morgan Partners (BHCA), L.P.	November 18, 2004	Portal Player, Inc. (“PLAY”)	See Table II Rows 13 and 14	See Table II Rows 13 and 14	D	See Explanatory Note 8 below
JPMP Global Investors, L.P. c/o J.P. Morgan Partners, LLC 1221 Avenue of the Americas-40 ^th Floor New York, New York 10020	J.P. Morgan Partners (BHCA), L.P.	November 18, 2004	Portal Player, Inc. (“PLAY”)	See Table II Rows 7-14	See Table II Rows 7-14	I	See Explanatory Note 9	No

Explanatory Note:

1)	The Designated Reporter is executing this report on behalf of all Reporting Persons, each of whom has authorized it to do so. Each of the Reporting Persons disclaims beneficial ownership of the Issuer’s securities to the extent it exceeds such Person’s pecuniary interest.

2)	The amounts shown in Table II in rows 1 through 6 represent the beneficial ownership of the Issuer’s securities owned by J.P. Morgan Partners (BHCA), L.P. ("JPMP BHCA"), a portion of which may be deemed attributable to the Reporting Person because it is the sole general partner of JPMP BHCA.

The amounts shown in Table II represent the beneficial ownership of the Issuer’s securities owned by (a) JPMP BHCA, and (b) J.P. Morgan Partners Global Investors, L.P., J.P. Morgan Partners Global Investors A, L.P., J.P. Morgan Partners Global Investors (Cayman), L.P., and J.P. Morgan Partners Global Investors (Cayman) II, L.P. (collectively, the “JPMP Global Entities”), a portion of which may be deemed attributable to the Reporting Person because it is (1) the general partner of JPMP Master Fund Manager, L.P. (“MF Manager”), the sole general partner of JPMP BHCA and (2) the general partner of JPMP Global Investors, L.P. (“JPMP Global Investors”) which is the general partner of each of the JPMP Global Entities. The Reporting Person disclaims such beneficial ownership except to the extent of its pecuniary interest therein which is not readily determinable because it is subject to several variables, including without limitation, the internal rates of return and vesting of interests within JPMP BHCA and the JPMP Global Entities.

The amounts shown in Table II represent the beneficial ownership of the Issuer’s Series securities owned by JPMP BHCA and the JPMP Global Entities, a portion of which may be deemed attributable the Reporting Person. because it is the sole stockholder of (1) JPMP Capital Corp., the general partner of a) MF Manager, the sole general partner of JPMP BHCA and b) JPMP Global Investors, the general partner of each of the JPMP Global Entities and of (2) Chatham Ventures, Inc., the limited partner of JPMP BHCA. The Reporting Person disclaims such beneficial ownership except to the extent of its pecuniary interest therein which is not readily determinable because it is subject to several variables, including without limitation, the internal rates of return and vesting of interests within JPMP BHCA and the JPMP Global Entities.

5)	The amount shown represents the beneficial ownership of the Issuer’s securities owned by J.P. Morgan Partners Global Investors, L.P.

6)	The amount shown represents the beneficial ownership of the Issuer’s securities owned by J.P. Morgan Partners Global Investors A, L.P.

7)	The amount shown represents the beneficial ownership of the Issuer’s securities owned by J.P. Morgan Partners Global Investors (Cayman), L.P.

8)	The amount shown represents the beneficial ownership of the Issuer’s securities owned by J.P. Morgan Partners Global Investors (Cayman) II, L.P.

9)	The amounts shown in Table II in rows 7-14 represent the beneficial ownership of the Issuer’s securities owned by the JPMP Global Entities, a portion of which may be deemed attributable to JPMP Global Investors, L.P. because it is the general partner of each of the JPMP Global Entities.

This Statement on Form 3 is filed by J.P. Morgan Partners (BHCA), L.P., J.P. Morgan Partners Global Investors, L.P., J.P. Morgan Partners Global Investors A, L.P., J.P. Morgan Partners Global Investors (Cayman), L.P., J.P. Morgan Partners Global Investors (Cayman) II, L.P., JPMP Master Fund Manager, L.P., JPMP Capital Corp., JPMP Global Investors, L.P., and JPMorgan Chase & Co. The principal business address of each of the reporting persons except JPMorgan Chase & Co. is c/o J.P. Morgan Partners, LLC , 1221 Avenue of the Americas - 40th Floor, New York, NY 10020 . The principal business address of JPMorgan Chase & Co. is 270 Park Avenue - 35 ^th Floor, New York, NY 10017.

Name of Designated Filer: J.P. Morgan Partners (BHCA), L.P.

Date of Event Requiring Statement: November 18, 2004

Issue Name and Ticker or Trading Symbol: Portal Player, Inc. (“PLAY”)

		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:	___________________
			Jeffrey C. Walker
			President

		J.P. MORGAN PARTNERS GLOBAL INVESTORS, L.P.

		By:	JPMP Global Investors, L.P.,
			its general partner

		By:	JPMP Capital Corp.,
			its general partner

		By:	___________________
			Jeffrey C. Walker
			President

		J.P. MORGAN PARTNERS GLOBAL INVESTORS A, L.P.

		By:	JPMP Global Investors, L.P.,
			its general partner

		By:	JPMP Capital Corp.,
			its general partner

		By:	___________________
			Jeffrey C. Walker
			President

		J.P. MORGAN PARTNERS GLOBAL INVESTORS (CAYMAN), L.P.

		By:	JPMP Global Investors, L.P.,
			its general partner

		By:	JPMP Capital Corp.,
			its general partner

		By:	___________________
			Jeffrey C. Walker
			President

		J.P. MORGAN PARTNERS GLOBAL INVESTORS (CAYMAN) II, L.P.

		By:	JPMP Global Investors, L.P.,
			its general partner

		By:	JPMP Capital Corp.,
			its general partner

		By:	___________________
			Jeffrey C. Walker
			President

		JPMP MASTER FUND MANAGER, L.P.

		By:	JPMP Capital Corp.,
			its general partner

		By:	___________________
			Jeffrey C. Walker
			President

			JPMP GLOBAL INVESTORS, L.P.

		By:	JPMP Capital Corp.,
			its general partner

		By:	___________________
			Name: Jeffrey C. Walker
			Title: President

		JPMP CAPITAL CORP.

		By:	___________________
			Jeffrey C. Walker
			President

		J.P. MORGAN CHASE & CO.

		By:	___________________
			Jeffrey C. Walker
			Vice Chairman

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)

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivate Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A convertible preferred stock	⁽¹⁾	⁽¹⁾	Common Stock	23893	⁽²⁾	D
Series B convertible preferred stock	⁽¹⁾	⁽¹⁾	Common Stock	6509	⁽²⁾	D
Series C convertible preferred stock	⁽¹⁾	⁽¹⁾	Common Stock	3054	⁽²⁾	D
Series C-1 convertible preferred stock	⁽¹⁾	⁽¹⁾	Common Stock	10063	⁽²⁾	D
Series D convertible preferred stock	⁽¹⁾	⁽¹⁾	Common Stock	2778395	⁽²⁾	D
Series E convertible preferred stock	⁽¹⁾	⁽¹⁾	Common Stock	1570361	⁽²⁾	D
Series D convertible preferred stock	⁽¹⁾	⁽¹⁾	Common Stock	440270	⁽²⁾	I	See Footnote ⁽³⁾
Series E convertible preferred stock	⁽¹⁾	⁽¹⁾	Common Stock	248844	⁽²⁾	I	See Footnote ⁽³⁾
Series D convertible preferred stock	⁽¹⁾	⁽¹⁾	Common Stock	60018	⁽²⁾	I	See Footnote ⁽⁴⁾
Series E convertible preferred stock	⁽¹⁾	⁽¹⁾	Common Stock	33922	⁽²⁾	I	See Footnote ⁽⁴⁾
Series D convertible preferred stock	⁽¹⁾	⁽¹⁾	Common Stock	223461	⁽²⁾	I	See Footnote ⁽⁵⁾
Series E convertible preferred stock	⁽¹⁾	⁽¹⁾	Common Stock	126301	⁽²⁾	I	See Footnote ⁽⁵⁾
Series D convertible preferred stock	⁽¹⁾	⁽¹⁾	Common Stock	24903	⁽²⁾	I	See Footnote ⁽⁶⁾
Series E convertible preferred stock	⁽¹⁾	⁽¹⁾	Common Stock	14075	⁽²⁾	I	See Footnote ⁽⁶⁾

Explanation of Responses:
( 1)	The Series A, B, C, C-1, D and E Convertible Preferred Stock is immediately exercisable. It has no expiration date.
( 2)	Reflects a 1-for-3 reverse split of the common stock. The Series A and B Convertible Preferred Stock is convertible on a 1 for 0.6667 basis. The Series C, D and E Convertible Preferred Stock is convertible on a 1 for 0.3333 basis. The Series C-1 Convertible Preferred Stock is convertible on a 1 for 116.8317 basis.
( 3)	The amount shown represents the beneficial ownership of the Issuer's securities owned by J.P. Morgan Partners Global Investors, L.P.
( 4)	The amount shown represents the beneficial ownership of the Issuer's securities owned by J.P. Morgan Partners Global Investors, A, L.P.
( 5)	The amount shown represents the beneficial ownership of the Issuer's securities owned by J.P. Morgan Partners Global Investors (Cayman), L.P.
( 6)	The amount shown represents the beneficial ownership of the Issuer's securities owned by J.P. Morgan Partners Global Investors (Cayman) II, L.P.

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 control number.