SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

PATTERSON ARTHUR C

(Last)

(First)

(Middle)

428 UNIVERSITY AVENUE

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
METROPCS COMMUNICATIONS INC [ PCS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/26/2007

4. If Amendment, Date of Original Filed (Month/Day/Year)

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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	11/26/2007		J		2,065,749⁽¹⁾	D	$15.97	16,525,998⁽²⁾⁽³⁾	I	By Accel IV L.P.⁽²⁾⁽³⁾
Common Stock	11/26/2007		J		42,862⁽⁴⁾	D	$15.97	342,901⁽²⁾⁽⁵⁾	I	By Accel Keiretsu L.P.⁽²⁾⁽⁵⁾
Common Stock	11/26/2007		J		83,443⁽⁶⁾	D	$15.97	667,549⁽²⁾⁽⁷⁾	I	By Accel Investors '94 L.P.⁽²⁾⁽⁷⁾
Common Stock	11/26/2007		J		138⁽⁶⁾	A	$15.97	1,979,691⁽²⁾⁽⁸⁾	I	By Ellmore C. Patterson Partners⁽²⁾⁽⁸⁾
Common Stock	11/26/2007		J		137⁽⁶⁾	A	$15.97	3,080,870⁽²⁾⁽⁹⁾	I	By ACP Family Parntership L.P.⁽²⁾⁽⁹⁾
Common Stock	11/26/2007		J		45,582⁽¹⁾	A	$15.97	91,257⁽²⁾⁽¹⁰⁾	I	By ACP 2007 ACCEL-7 GRAT U/A/D 4/2/07⁽²⁾⁽¹⁰⁾
Common Stock	11/26/2007		J		45,582⁽¹⁾	A	$15.97	91,257⁽²⁾⁽¹¹⁾	I	By ACP 2007 ACCEL-10 GRAT U/A/D 4/2/07⁽²⁾⁽¹¹⁾
Common Stock	11/26/2007		J		374⁽¹²⁾	A	$15.97	13,636	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. These shares were transferred without additional consideration to partners in pro rata distributions pursuant to the partnership agreement of Accel IV L.P.

2. The reporting person is affiliated with the following entities, and with such entities is deemed to be a member of a "group" under Section 13d-3 of the Securities Exchange Act of 1934, as amended: Accel Internet Fund III L.P., Accel Investors '94 L.P., Accel Investors '99 L.P., Accel IV L.P., Accel Keiretsu L.P., ACP Family Partnership L.P., Accel VII L.P., Ellmore C. Patterson Partners, ACP 2007 ACCEL-7 GRAT U/A/D 4/2/07 and ACP 2007 ACCEL-10 GRAT U/A/D 4/2/07. The reporting person disclaims beneficial ownership of the securities held by such entities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

3. These shares are held directly by Accel IV L.P. Accel IV Associates L.P. is the general partner of Accel IV L.P. and has sole voting and investment power. The reporting person is a general partner of Accel IV Associates L.P. and shares such powers with the other general partners.

4. These shares were transferred without additional consideration to partners in pro rata distributions pursuant to the partnership agreement of Accel Keiretsu L.P.

5. These shares are held directly by Accel Keiretsu L.P. Accel Partners & Co., Inc. is the general partner of Accel Keiretsu L.P. and has sole voting and investment power. The reporting person is an officer of Accel Partners & Co., Inc. and shares such powers with the other officers.

6. These shares were transferred without additional consideration to partners in pro rata distributions pursuant to the partnership agreement of Accel Investors '94 L.P.

7. These shares are held directly by Accel Investors '94 L.P. The reporting person is a general partner of Accel Investors '94 L.P. and shares voting and investment power with the other general partners.

8. These shares are held directly by Ellmore C. Patterson Partners. The reporting person is a director of the general partner of Ellmore C. Patterson Partners.

9. These shares are held directly by ACP Family Partnership L.P. Members of the reporting person's immediate family are beneficial holders of ACP Family Partnership L.P., and the reporting person may be deemed to exercise voting and investment power over such shares.

10. These shares are held directly by ACP 2007 ACCEL-7 GRAT U/A/D 4/2/07 of which the reporting person is the trustee.

11. These shares are held directly by ACP 2007 ACCEL-10 GRAT U/A/D 4/2/07 of which the reporting person is the trustee.

12. Of this amount, the reporting person received (i) 207 shares from Accel Keiretsu L.P. in a pro rata distribution without additional consideration to partners pursuant to the partnership agreement of Accel Keiretsu L.P., and (ii) 167 shares from Accel Investors '94 L.P. in a pro rata distribution without additional consideration to partners pursuant to the partnership agreement of Accel Investors '94 L.P.

	/s/ Tracy L. Sedlock, as Attorney in Fact for Arthur C. Patterson	11/28/2007
	** 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).
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