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 ^* 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)
(Last) (First) (Middle) C/O J.P. MORGAN PARTNERS, 1221 AVENUE OF THE AMERICAS 40TH FLOOR	3. Date of Earliest Transaction (MM/DD/YYYY) 2/18/2005
(Street) NEW YORK, NY 10020 (City) (State) (Zip)	4. 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 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	2/18/2005		S		75812	D	$19.95	2481799	D
Common Stock	2/18/2005		S		4357	D	$20.05	2477442	D
Common Stock	2/18/2005		S		4357	D	$20.10	2473085	D
Common Stock	2/22/2005		S		92882	D	$20.95	2380203	D
Common Stock	2/22/2005		S		4357	D	$20.97	2375846	D
Common Stock	2/18/2005		S		6580	D	$19.95	222897	I	See footnote ⁽¹⁾
Common Stock	2/18/2005		S		378	D	$20.05	222519	I	See footnote ⁽¹⁾
Common Stock	2/18/2005		S		378	D	$20.10	222141	I	See footnote ⁽¹⁾
Common Stock	2/22/2005		S		8061	D	$20.95	214080	I	See footnote ⁽¹⁾
Common Stock	2/22/2005		S		378	D	$20.97	213702	I	See footnote ⁽¹⁾
Common Stock	2/18/2005		S		896	D	$19.95	30386	I	See footnote ⁽²⁾
Common Stock	2/18/2005		S		52	D	$20.05	30334	I	See footnote ⁽²⁾
Common Stock	2/18/2005		S		52	D	$20.1	30282	I	See footnote ⁽²⁾
Common Stock	2/22/2005		S		1098	D	$20.95	29184	I	See footnote ⁽²⁾
Common Stock	2/22/2005		S		52	D	$20.97	29132	I	See footnote ⁽²⁾
Common Stock	2/18/2005		S		3339	D	$19.95	113133	I	See footnote ⁽³⁾
Common Stock	2/18/2005		S		192	D	$20.05	112941	I	See footnote ⁽³⁾
Common Stock	2/18/2005		S		192	D	$20.10	112749	I	See footnote ⁽³⁾
Common Stock	2/22/2005		S		4092	D	$20.95	108657	I	See footnote ⁽³⁾
Common Stock	2/22/2005		S		192	D	$20.97	108465	I	See footnote ⁽³⁾
Common Stock	2/18/2005		S		373	D	$19.95	12606	I	See footnote ⁽⁴⁾
Common Stock	2/18/2005		S		21	D	$20.05	12585	I	See footnote ⁽⁴⁾
Common Stock	2/18/2005		S		21	D	$20.10	12564	I	See footnote ⁽⁴⁾
Common Stock	2/22/2005		S		456	D	$20.95	12108	I	See footnote ⁽⁴⁾
Common Stock	2/22/2005		S		21	D	$20.97	12087	I	See footnote ⁽⁴⁾
Common Stock								86322	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

Explanation of Responses:
( 1)	The amount shown represents the beneficial ownership of the Issuer's equity securities by J.P. Morgan Partners Global Investors, L.P. The Reporting Person has no pecuniary interest in such securities.
( 2)	The amount shown represents the beneficial ownership of the Issuer's equity securities by J.P. Morgan Partners Global Investors A, L.P. The Reporting Person has no pecuniary interest in such securities.
( 3)	The amount shown represents the beneficial ownership of the Issuer's equity securities by J.P. Morgan Partners Global Investors (Cayman), L.P. ("Cayman"). The Reporting Person has no pecuniary interest in such securities.
( 4)	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"). The Reporting Person has no pecuniary interest in such securities.
( 5)	The amount shown represents the beneficial ownership of the Issuer's equity securities by J.P. Morgan Partners Global Investors (Selldown), L.P. The Reporting Person has no pecuniary interest in such securities.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	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
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
JP MORGAN PARTNERS GLOBAL INVESTORS SELLDOWN LLP 1221 AVENUE OF THE AMERICAS NEW YORK, NY 10020		X
JPMP GLOBAL INVESTORS L P 1221 AVENUE OF THE AMERICAS 40TH FLOOR NEW YORK, NY 10021		X

Signatures
J.P. Morgan Partners (BHCA), L.P. By: Master Fund Manager, L.P., its general partner By: JPMP Capital Corp., its general partner By: /s/ Jeffrey C. Walker President		2/23/2005
^** 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).
**	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⁾⁾	Statement for (month/day/year)	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.	February 18, 2005	PortalPlayer, Inc. (“PLAY”)	See Table I Rows 1-5	N/A	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.	February 18, 2005	PortalPlayer, Inc. (“PLAY”)	See Table I	N/A	I	See Explanatory Note 3 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.	February 18, 2005	PortalPlayer, Inc. (“PLAY”)	See Table I Rows 6-10	N/A	D
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.	February 18, 2005	PortalPlayer, Inc. (“PLAY”)	See Table I Rows 11-15	N/A	D
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.	February 18, 2005	PortalPlayer, Inc. (“PLAY”)	See Table I Rows 16-20	N/A	D

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.	February 18, 2005	PortalPlayer, Inc. (“PLAY”)	See Table I Rows 21-25	N/A	D
J.P. Morgan Partners Global Investors (Selldown), 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.	February 18, 2005	PortalPlayer, Inc. (“PLAY”)	See Table I Row 26	N/A	D
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.	February 18, 2005	PortalPlayer, Inc. (“PLAY”)	See Table I Rows 6-26	N/A	I	See Explanatory Note 4 below	No

Explanatory Note:

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.

The amount shown in Table I rows 1-5 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”).

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.

The amounts shown in Table I rows 6-26 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

This Statement on Form 4 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., J.P. Morgan Partners Global Investors (Selldown), L.P., JPMP Global Investors, L.P., and JPMorgan Chase & Co. The principal business address of each of the reporting persons is c/o J.P. Morgan Partners, LLC , 1221 Avenue of the Americas - 40th Floor, New York, NY 10020.

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

Date of Event Requiring Statement: February 18, 2005

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

	JPMORGAN PARTNERS GLOBAL INVESTORS (SELLDOWN), L.P.

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

	By:	JPMP Capital Corp.,
		its general partner

	By:	__________________
		Jeffrey C. Walker
		President