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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* McNamee Roger (Last) (First) (Middle) 2800 SAND HILL ROAD SUITE 160 (Street) MENLO PARK CA 94025 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol PALM INC [ PALM ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 01/09/2009
	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)
			Code	V	Amount	(A) or (D)	Price

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series C Conv. Preferred Stock, par value $0.001 per share	$3.25(1)	01/09/2009		A		99,960		01/25/2009	10/24/2014(2)	Common Stock, par value $0.001 per share	30,756,923(3)	(8)	99,960	I	See footnote(4)
Series C Conv. Preferred Stock, par value $0.001 per share	$3.25(1)	01/09/2009		A		40		01/25/2009	10/24/2014(2)	Common Stock, par value $0.001 per share	12,307(3)	(8)	40	I	See footnote(5)
Warrant (right to buy Common Stock)	$3.25(6)	01/09/2009		A		6,997,200		01/25/2009	10/24/2014	Common Stock, par value $0.001 per share	6,997,200(7)	(8)	6,997,200	I	See footnote(4)
Warrant (right to buy Common Stock)	$3.25(6)	01/09/2009		A		2,800		01/25/2009	10/24/2014	Common Stock, par value $0.001 per share	2,800(7)	(8)	2,800	I	See footnote(5)

Explanation of Responses:

1. Subject to anti-dilution adjustment pursuant to the terms of the Series C Convertible Preferred Stock, par value $0.001 per share (the "Series C Preferred Stock").

2. The Series C Preferred Stock is mandatorily redeemable on October 24, 2014. The Series C Preferred Stock is also subject to earlier redemption, repurchase or mandatory conversion in accordance with the terms thereof.

3. This is the number of shares of common stock, par value $0.001 per share of Palm, Inc. ("Common Stock"), issuable upon conversion of the Series C Preferred Stock as of the date of this filing.

4. These securities are directly owned by Elevation Partners, L.P. ("Elevation Partners"). Elevation Associates, L.P. ("Elevation GP") is the sole general partner of Elevation Partners, and Elevation Associates, LLC ("Elevation LLC") is the sole general partner of Elevation GP. Mr. McNamee is a manager of Elevation LLC. As manager of Elevation LLC, Mr. McNamee may be deemed to be the indirect beneficial owner of such securities under Rule 16a-1(a)(2) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). However, pursuant to Rule 16a-1(a)(4) promulgated under the Exchange Act, Mr. McNamee disclaims that he is the beneficial owner of such securities, except to the extent of his pecuniary interest therein.

5. These securities are directly owned by Elevation Employee Side Fund, LLC ("Side Fund"). Elevation Management, LLC ("Elevation Management") is the sole managing member of Side Fund. Mr. McNamee is a manager of Elevation Management. As a manager of Elevation Management, Mr. McNamee may be deemed to be the indirect beneficial owner of such securities under Rule 16a-1(a)(2) promulgated under the Exchange Act. However, pursuant to Rule 16a-1(a)(4) promulgated under the Exchange Act, Mr. McNamee disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein.

6. Subject to anti-dilution adjustment pursuant to the terms of the Warrant for the purchase of shares of Common Stock (the "Warrant").

7. This is the number of shares of Common Stock issuable upon exercise of the Warrant as of the date of this filing.

8. The reported securities are included within detachable units purchased by Elevation Partners and Side Fund for a purchase price of $1,000 per unit. Each unit consists of one share of the Series C Preferred Stock and a Warrant exercisable for the purchase of 70 shares of Common Stock.

	/s/ Tracy Hogan, Attorney-in-Fact	01/12/2009
	** 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 Number.