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^*

RUBINSTEIN JONATHAN

(Last)

(First)

(Middle)

950 W. MAUDE AVE.

(Street)

SUNNYVALE

94085-2801

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

3. Date of Earliest Transaction (Month/Day/Year)
11/06/2007

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)

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)
Non-Qualified Stock Option (right to buy)	$8.91	11/06/2007		A		1,000,000		⁽¹⁾	11/06/2014	Common Stock	1,000,000	$0	1,000,000	D
Non-Qualified Stock Option (right to buy)	$8.91	11/06/2007		A		1,000,000		⁽²⁾	11/06/2014	Common Stock	1,000,000	$0	2,000,000	D
Restricted Stock	$0.001	11/06/2007		A		500,000		⁽³⁾	08/07/2011	Performance Shares	500,000	$0	500,000	D
Restricted Stock	$0.001	11/06/2007		A		500,000		⁽⁴⁾	08/07/2011	Performance Shares	500,000	$0	1,000,000	D

Explanation of Responses:

1. The shares subject to the option vest 25% on the 9-month anniversary of the date of grant and 1/45 per month thereafter through the 45-month anniversary of the date of grant.

2. The shares subject to the option vest based on a combination of time and achievement of a specified cumulative total stockholder return. Details are in Palm's Current Report on Form 8-K filed October 30, 2007. The earliest date on which shares subject to the option may vest is the 9-month anniversary of date of grant.

3. The grant represents performance shares that vest over 45 months, 25% on each of the 9-month, 21-month, 33-month and 45-month anniversaries from the date of grant. Vested shares (net of taxes) will be delivered after the vest date.

4. The grant represents performance shares that vest based on a combination of time and achievement of a specified cumulative total stockholder return. Details are in Palm's Current Report on Form 8-K filed October 30, 2007. Vested shares (net of taxes) will be delivered after the vest date. The earliest date on which performance shares may vest is the 9-month anniversary of the date of grant.

	By: Karen L. Harrison, Attorney-in-Fact For: Jonathan J. Rubinstein	11/08/2007
	** 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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