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 ^*
SHAMROCK CAPITAL GROWTH FUND 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)
4444 LAKESIDE DRIVE
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director                                __ X __ 10% Owner
_____ Officer (give title below)                _____ Other (specify below)

(Street)
BURBANK,CA 91505

(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 E Convertible Preferred Stock ⁽¹⁾ ⁽²⁾ Common Stock ⁽³⁾ ⁽³⁾ D

Series E Convertible Preferred Stock ⁽¹⁾ ⁽²⁾ Common Stock ⁽³⁾ ⁽³⁾ I See Footnote ⁽⁴⁾ ⁽⁵⁾

Explanation of Responses:

( 1) These securities are exercisable immediately.

( 2) These securities do not have an expiration date.

( 3) The Shamrock Capital Growth Fund, L.P. (the "Fund") is the holder of 6,645,018 shares of Series E Convertible Preferred Stock of the Issuer (the "Series E Shares"). Each of the Series E Shares is convertible into one (1) share of the Common Stock of the Issuer ("Issuer Common Stock"). The Series E Shares will be automatically converted into Issuer Common Stock upon the closing of the Issuer's initial public offering (the "IPO"). Simultaneous with the closing of the IPO, the Issuer will effect a 1 for 3 reverse stock split with respect to the Issuer Common Stock, resulting in the Series E Shares being automatically converted into 2,215,206 shares of Issuer Common Stock. The closing of the IPO is expected to occur on or about November 24, 2004.

( 4) Directly owned by the Fund. Shamrock Capital Partners, L.L.C. ("SCP") is the General Partner of the Fund. Stanley P. Gold and Shamrock Holdings of California, Inc. ("SHOC") are each a Managing Member of SCP. SHOC is also a limited partner of the Fund. Shamrock Holdings, Inc. ("SHI") is the sole stockholder of SHOC. Roy E. Disney is the Chairman of the Board of Directors of SHI and may be deemed a controlling stockholder of both SHI and SHOC. Each of SCP, SHOC, Mr. Gold, SHI and Mr. Disney may be deemed, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"), to be the indirect beneficial owner of the Series E Shares and a "ten percent holder" thereunder.

( 5) Each of SCP, SHOC, Mr. Gold, SHI and Mr. Disney disclaims beneficial ownership of the Series E Shares except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that any such reporting person is the beneficial owner of such securities for purposes of Section 16 or any other purpose.

Reporting Owners

Reporting Owner Name / Address Relationships

Director 10% Owner Officer Other

SHAMROCK CAPITAL GROWTH FUND LP
4444 LAKESIDE DRIVE
BURBANK, CA 91505
X

SHAMROCK CAPITAL PARTNERS LLC
4444 LAKESIDE DRIVE
BURBANK, CA 91505
X

SHAMROCK HOLDINGS OF CALIFORNIA INC
4444 LAKESIDE DRIVE
BURBANK, CA 91505
X

GOLD STANLEY P
4444 LAKESIDE DRIVE,
BURBANK, CA 91505
X

SHAMROCK HOLDINGS INC
4444 LAKESIDE DRIVE
BURBANK, CA 91505
X

DISNEY ROY E
4444 LAKESIDE DRIVE
BURBANK, CA 91505
X

Signatures

/s/ Shamrock Cap. Growth Fund by Stephen D. Royer 11/16/2004

^** Signature of Reporting Person Date

/s/ Shamrock Cap. Partners by Stephen D. Royer 11/16/2004

^** Signature of Reporting Person Date

/s/ Shamrock Holdings of CA by Stanley P. Gold 11/16/2004

^** Signature of Reporting Person Date

/s/ Stanley P. Gold 11/16/2004

^** Signature of Reporting Person Date

/s/ Shamrock Holdings, Inc. by Stanley P. Gold 11/16/2004

^** Signature of Reporting Person Date

/s/ Roy E. Disney 11/16/2004

^** 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.

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 E Convertible Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	⁽³⁾	⁽³⁾	D
Series E Convertible Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	⁽³⁾	⁽³⁾	I	See Footnote ⁽⁴⁾ ⁽⁵⁾

Explanation of Responses:
( 1)	These securities are exercisable immediately.
( 2)	These securities do not have an expiration date.
( 3)	The Shamrock Capital Growth Fund, L.P. (the "Fund") is the holder of 6,645,018 shares of Series E Convertible Preferred Stock of the Issuer (the "Series E Shares"). Each of the Series E Shares is convertible into one (1) share of the Common Stock of the Issuer ("Issuer Common Stock"). The Series E Shares will be automatically converted into Issuer Common Stock upon the closing of the Issuer's initial public offering (the "IPO"). Simultaneous with the closing of the IPO, the Issuer will effect a 1 for 3 reverse stock split with respect to the Issuer Common Stock, resulting in the Series E Shares being automatically converted into 2,215,206 shares of Issuer Common Stock. The closing of the IPO is expected to occur on or about November 24, 2004.
( 4)	Directly owned by the Fund. Shamrock Capital Partners, L.L.C. ("SCP") is the General Partner of the Fund. Stanley P. Gold and Shamrock Holdings of California, Inc. ("SHOC") are each a Managing Member of SCP. SHOC is also a limited partner of the Fund. Shamrock Holdings, Inc. ("SHI") is the sole stockholder of SHOC. Roy E. Disney is the Chairman of the Board of Directors of SHI and may be deemed a controlling stockholder of both SHI and SHOC. Each of SCP, SHOC, Mr. Gold, SHI and Mr. Disney may be deemed, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"), to be the indirect beneficial owner of the Series E Shares and a "ten percent holder" thereunder.
( 5)	Each of SCP, SHOC, Mr. Gold, SHI and Mr. Disney disclaims beneficial ownership of the Series E Shares except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that any such reporting person is the beneficial owner of such securities for purposes of Section 16 or any other purpose.

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.