SEC Filing - Portal Player, Inc.

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 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(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* Soghikian Shahan D	2. Issuer Name and Ticker or Trading Symbol PortalPlayer, Inc. [ PLAY ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __ X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle) C/O J.P. MORGAN PARTNERS, LLC, 50 CALIFORNIA STREET	3. Date of Earliest Transaction (MM/DD/YYYY) 11/24/2004
(Street) SAN FRANCISCO, CA 94111 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY) 11/29/2004	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 (MM/DD/YYYY)	2A. Deemed Execution Date, if any (MM/DD/YYYY)	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 (MM/DD/YYYY)	2A. Deemed Execution Date, if any (MM/DD/YYYY)	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	11/24/2004		C		15929	A	$0.00	15929	I	See Footnote ⁽¹⁾
Common Stock	11/24/2004		C		4339	A	$0.00	20268	I	See Footnote ⁽¹⁾
Common Stock	11/24/2004		C		1018	A	$0.00	21286	I	See Footnote ⁽¹⁾
Common Stock	11/24/2004		C		1175677	A	$0.00	1196963	I	See Footnote ⁽¹⁾
Common Stock	11/24/2004		C		926131	A	$0.00	2123094	I	See Footnote ⁽¹⁾
Common Stock	11/24/2004		C		523453	A	$0.00	2646547	I	See Footnote ⁽¹⁾
Common Stock	11/24/2004		C		82948	A	$0.00	82948	I	See Footnote ⁽²⁾
Common Stock	11/24/2004		C		146756	A	$0.00	229704	I	See Footnote ⁽²⁾
Common Stock	11/24/2004		C		20006	A	$0.00	20006	I	See Footnote ⁽³⁾
Common Stock	11/24/2004		C		11307	A	$0.00	31313	I	See Footnote ⁽³⁾
Common Stock	11/24/2004		C		74487	A	$0.00	74487	I	See Footnote ⁽⁴⁾
Common Stock	11/24/2004		C		42100	A	$0.00	116587	I	See Footnote ⁽⁴⁾
Common Stock	11/24/2004		C		8301	A	$0.00	8301	I	See Footnote ⁽⁵⁾
Common Stock	11/24/2004		C		4691	A	$0.00	12992	I	See Footnote ⁽⁵⁾

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

1. Title of Derivate Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (MM/DD/YYYY)

3A. Deemed Execution Date, if any (MM/DD/YYYY)

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

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A convertible preferred stock

⁽⁶⁾

11/24/2004

23893

⁽⁷⁾

Common Stock

⁽⁸⁾

$0.00

0.00

See Footnote ⁽¹⁾

Series B convertible preferred stock

⁽⁶⁾

11/24/2004

6509

⁽⁷⁾

Common Stock

⁽⁸⁾

$0.00

0.00

See Footnote ⁽¹⁾

Series C convertible preferred stock

⁽⁹⁾

11/24/2004

3054

⁽⁷⁾

Common Stock

⁽⁸⁾

$0.00

0.00

See Footnote ⁽¹⁾

Series C-1 convertible preferred stock

⁽¹⁰⁾

11/24/2004

10063

⁽⁷⁾

Common Stock

⁽⁸⁾

$0.00

0.00

See Footnote ⁽¹⁾

Series D convertible preferred stock

⁽⁹⁾

11/24/2004

2778395

⁽⁷⁾

Common Stock

⁽⁸⁾

$0.00

0.00

See Footnote ⁽¹⁾

Series E convertible preferred stock

⁽⁹⁾

11/24/2004

1570361

⁽⁷⁾

Common Stock

⁽⁸⁾

$0.00

0.00

See Footnote ⁽¹⁾

Series D convertible preferred stock

⁽⁹⁾

11/24/2004

440270

⁽⁷⁾

Common Stock

⁽⁸⁾

$0.00

0.00

See Footnote ⁽²⁾

Series E convertible preferred stock

⁽⁹⁾

11/24/2004

248844

⁽⁷⁾

Common Stock

⁽⁸⁾

$0.00

0.00

See Footnote ⁽²⁾

Series D convertible preferred stock

⁽⁹⁾

11/24/2004

60018

⁽⁷⁾

Common Stock

⁽⁸⁾

$0.00

0.00

See Footnote ⁽³⁾

Series E convertible preferred stock

⁽⁹⁾

11/24/2004

33922

⁽⁷⁾

Common Stock

⁽⁸⁾

$0.00

0.00

See Footnote ⁽³⁾

Series D convertible preferred stock

⁽⁹⁾

11/24/2004

223461

⁽⁷⁾

Common Stock

⁽⁸⁾

$0.00

0.00

See Footnote ⁽⁴⁾

Series E convertible preferred stock

⁽⁹⁾

11/24/2004

126301

⁽⁷⁾

Common Stock

⁽⁸⁾

$0.00

0.00

See Footnote ⁽⁴⁾

Series D convertible preferred stock

⁽⁹⁾

11/24/2004

24903

⁽⁷⁾

Common Stock

⁽⁸⁾

$0.00

0.00

See Footnote ⁽⁵⁾

Series E convertible preferred stock

⁽⁹⁾

11/24/2004

14075

⁽⁷⁾

Common Stock

⁽⁸⁾

$0.00

0.00

See Footnote ⁽⁵⁾

Explanation of Responses:
( 1)	The amount shown represents the beneficial ownership of the Issuer's equity securities by J.P. Morgan Partners (BHCA), L.P. ("JPM BHCA"), a portion of which may be deemed attributable to the Reporting Person because the Reporting Person is a Managing Director of JPMP Capital Corp., the general partner of JPMP Master Fund Manager ("MF Manager"), the general partner of JPM BHCA. The Reporting Person disclaims ownership of the securities except to the extent of his pecuniary interest therein.
( 2)	The amount shown represents the beneficial ownership of the Issuer's equity securities by J.P. Morgan Partners Global Investors, L.P., a portion of which may be deemed attributable to the Reporting Person because the Reporting Person is a Managing Director of JPMP Capital Corp., the general partner of JPMP Global Investors, L.P., which is the general partner of J.P. Morgan Partners Global Investors, L.P. 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 within JPMP Global Investors, L.P. and J.P. Morgan Partners Global Investors, L.P. The Reporting Person disclaims beneficial ownership in the securities to the extent it exceeds his pecuniary interest therein.
( 3)	The amount shown represents the beneficial ownership of the Issuer's equity securities by J.P. Morgan Partners Global Investors A, L.P., a portion of which may be deemed attributable to the Reporting Person because the Reporting Person is a Managing Director of JPMP Capital Corp., the general partner of JPMP Global Investors, L.P., which is the general partner of J.P. Morgan Partners Global Investors A, L.P. 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 within JPMP Global Investors, L.P. and J.P. Morgan Partners Global Investors A, L.P. The Reporting Person disclaims beneficial ownership in the securities to the extent it exceeds his pecuniary interest therein.
( 4)	The amount shown represents the beneficial ownership of the Issuer's equity securities by J.P. Morgan Partners Global Investors (Cayman), L.P. ("Cayman"), a portion of which may be deemed attributable to the Reporting Person because the Reporting Person is a Managing Director of JPMP Capital Corp., the general partner of JPMP Global Investors, L.P. which is the general partner of Cayman. 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 within JPMP Global Investors, L.P. and Cayman. The Reporting Person disclaims beneficial ownership in the securities to the extent it exceeds his pecuniary interest therein.
( 5)	The amount shown represents the beneficial ownership of the Issuer's equity securities by J.P. Morgan Partners Global Investors (Cayman) II, L.P. ("Cayman II"), a portion of which may be deemed attributable to the Reporting Person because the Reporting Person is a Managing Director of JPMP Capital Corp., the general partner of JPMP Global Investors, L.P. which is the general partner of Cayman II. 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 within JPMP Global Investors, L.P. and Cayman II. The Reporting Person disclaims beneficial ownership in the securities to the extent it exceeds his pecuniary interest therein
( 6)	The Series A and B Convertible Preferred Stock is convertible on a 1 for 0.6667 basis.
( 7)	The Series A, B, C, C-1, D, and E Convertible Preferred Stock is immediately exercisable. It has no expiration date.
( 8)	Reflects a 1-for-3 reverse split of the common stock
( 9)	The Series C, D, and E Convertible Preferred Stock is convertible on a 1 for 0.3333 basis
( 10)	The Series C-1 Convertible Preferred Stock is convertible on a 1 for 116.8317 basis

Remarks:
This form is being amended to correct the number of shares in Column 5 of Table I.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Soghikian Shahan D C/O J.P. MORGAN PARTNERS, LLC 50 CALIFORNIA STREET SAN FRANCISCO, CA 94111	X

Signatures
/s/ Shahan D. Soghikian		1/4/2005
^** 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).
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