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FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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OMB APPROVAL
OMB Number: 3235-0287 Expires: January 31, 2008 Estimated average burden hours per response... 0.5 |
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Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person
*
JP MORGAN PARTNERS BHCA LP |
2. Issuer Name
and
Ticker or Trading Symbol
PortalPlayer, Inc. [ PLAY ] |
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director __ X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) |
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C/O J.P. MORGAN PARTNERS, 1221 AVENUE OF THE AMERICAS 40TH FLOOR |
3. Date of Earliest Transaction (MM/DD/YYYY)
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NEW YORK, NY 10020 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person _ X _ Form filed by More than One Reporting Person |
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
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1.Title of Security
(Instr. 3) |
2. Trans. Date | 2A. Deemed Execution Date, if any |
3. Trans. 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 | 7/28/2005 | A (1) | 1375 | A | $0 | 2377221 | D | |||
| Common Stock | 213702 | I | See footnote (2) | |||||||
| Common Stock | 29132 | I | See footnote (3) | |||||||
| Common Stock | 108465 | I | See footnote (4) | |||||||
| Common Stock | 12087 | I | See footnote (5) | |||||||
| Common Stock | 86322 | I | See footnote (6) | |||||||
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Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) |
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1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any |
4. Trans. 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 |
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 of Derivative Security: 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 | ||||||||
| Stock Option (right to buy) | $24.10 | 7/28/2005 | A (7) | 8375 | 7/10/2006 | 7/28/2015 | Common Stock | 8375 | $0 | 8375 | I | See footnote (7) | |||
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| 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). |
| 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. | |
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Name
and Address of Reporting Person
(1)
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Designated
Reporter
(1))
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Statement
for (month/day/year)
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Issuer
Name, Ticker
or
Trading Symbol
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Title
and Amount of
Security
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Title
of Derivative Securities and Title and Amount of Securities Underlying
Derivative Securities
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Ownership
Form:
Direct
(D) or
Indirect
(I)
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Nature
of Indirect
Beneficial
Ownership
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Disclaims
Pecuniary
Interest
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JPMP
Master Fund Manager, L.P.
c/o
J.P. Morgan Partners, LLC
1221
Avenue of the Americas - 40th Floor
New
York, NY 10020
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J.P.
Morgan Partners (BHCA), L.P.
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July
28, 2005
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PortalPlayer,
Inc.
(“PLAY”)
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See
Table I
Row
1
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N/A
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I
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See
Explanatory
Note
2 below
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No
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JPMP
Capital Corp.
c/o
J.P. Morgan Partners, LLC
1221
Avenue of the Americas - 40th Floor
New
York, NY 10020
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J.P.
Morgan Partners (BHCA), L.P.
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July
28, 2005
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PortalPlayer,
Inc.
(“PLAY”)
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See
Table I
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N/A
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I
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See
Explanatory
Note
3 below
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No
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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
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J.P.
Morgan Partners (BHCA), L.P.
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July
28, 2005
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PortalPlayer,
Inc.
(“PLAY”)
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See
Table I
Row
2
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N/A
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D
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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
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J.P.
Morgan Partners (BHCA), L.P.
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July
28, 2005
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PortalPlayer,
Inc.
(“PLAY”)
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See
Table I
Row
3
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N/A
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D
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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
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J.P.
Morgan Partners (BHCA), L.P.
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July
28, 2005
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PortalPlayer,
Inc.
(“PLAY”)
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See
Table I
Row
4
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N/A
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D
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1)
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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 therein, if any. Each
Reporting Person is a member of the private equity business unit
of
JPMorgan Chase & Co., a publicly traded
company.
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2)
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The
amount shown in Table I row 2 represents 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 actual pro rata portion of such beneficial
ownership that may be deemed attributable to the Reporting Person
is not
readily determinable because it is subject to several variables
including
the internal rate of return and vesting of interests within JPM
BHCA and
JPMP Master Fund Manager, L.P. (“MF
Manager”).
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3)
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The
amount shown in Table I represents 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., J.P. Morgan Partners Global Investors
(Cayman)
II, L.P., and J.P. Morgan Partners Global Investors (Selldown),
L.P. (the
“JPMP Global Entities”), a portion of which may be deemed attributable to
the Reporting Person because it is (1) the general partner of 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 actual pro rata
portion
of such beneficial ownership that may be deemed attributable to
the
Reporting Person is not readily determinable because it is subject
to
several variables, including the internal rate of return and vesting
of
interests within JPM BHCA, MF Manager and each of the JPMP Global
Entities. The Reporting Person is a wholly-owned subsidiary of
JPMorgan
Chase & Co.
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4)
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The
amounts shown in Table I rows 2-6 represent the beneficial ownership
of
the
Issuer’s
securities owned by
the
JPMP Global Entities, a portion of which may be deemed attributable
to the
Reporting Person because it is the general partner of each of the
JPMP
Global Entities. The actual pro rata portion of such beneficial
ownership
that may be deemed attributable to the Reporting Person is not
readily
determinable because it is subject to several variables, including
the
internal rate of return and vesting of interests within each of
the JPMP
Global Entities
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J.P.
MORGAN PARTNERS (BHCA), L.P.
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| By: | JPMP Master Fund Manager, L.P., | ||
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its
general partner
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| By: |
JPMP
Capital Corp.,
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its
general partner
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| By: | __________________ | ||
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Jeffrey
C. Walker
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| President | |||
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J.P.
MORGAN PARTNERS GLOBAL INVESTORS, L.P.
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| By: | JPMP Global Investors, L.P., | ||
| its general partner | |||
| By: | JPMP Capital Corp., | ||
| its general partner | |||
| By: | __________________ | ||
| Jeffrey C. Walker | |||
| President | |||
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