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* EVANS BRUCE R (Last) (First) (Middle) C/O SUMMIT PARTNERS 222 BERKELEY STREET, 18TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol optionsXpress Holdings, Inc. [ OXPS ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) X Other (specify below) Indirect GP of 10% Owner
	3. Date of Earliest Transaction (Month/Day/Year) 02/09/2005
	4. If Amendment, Date of Original Filed (Month/Day/Year)	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 (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
Common Stock	02/09/2005		S		1,049,376(1)	D	$15.345	12,779,113(2)	I	Indirect GP of 10% Owner

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

1. Name and Address of Reporting Person* EVANS BRUCE R (Last) (First) (Middle) C/O SUMMIT PARTNERS 222 BERKELEY STREET, 18TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Indirect GP of 10% Owner

1. Name and Address of Reporting Person* AVIS GREGORY M (Last) (First) (Middle) C/O SUMMIT PARTNERS 222 BERKELEY STREET, 18TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Indirect GP of 10% Owner

1. Name and Address of Reporting Person* CHUNG PETER Y (Last) (First) (Middle) C/O SUMMIT PARTNERS 222 BERKELEY STREET, 18TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Indirect GP of 10% Owner

1. Name and Address of Reporting Person* KORTSCHAK WALTER G (Last) (First) (Middle) C/O SUMMIT PARTNERS 222 BERKELEY STREET, 18TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Indirect GP of 10% Owner

1. Name and Address of Reporting Person* MANNION MARTIN J (Last) (First) (Middle) C/O SUMMIT PARTNERS 222 BERKELEY STREET, 18TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Indirect GP of 10% Owner

1. Name and Address of Reporting Person* ROBERTS THOMAS S (Last) (First) (Middle) C/O SUMMIT PARTNERS 222 BERKELEY STREET, 18TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Indirect GP of 10% Owner

1. Name and Address of Reporting Person* STAMPS E ROE IV (Last) (First) (Middle) C/O SUMMIT PARTNERS 222 BERKELEY STREET, 18TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Indirect GP of 10% Owner

1. Name and Address of Reporting Person* TRUSTEY JOSEPH F (Last) (First) (Middle) C/O SUMMIT PARTNERS 222 BERKELEY STREET, 18TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Indirect GP of 10% Owner

1. Name and Address of Reporting Person* WOODSUM STEPHEN G (Last) (First) (Middle) C/O SUMMIT PARTNERS 222 BERKELEY STREET, 18TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Indirect GP of 10% Owner

Explanation of Responses:

1. Shares are held as follows: 711,250 shares in the name of Summit Ventures VI-A, L.P.; 296,620 shares in the name of Summit Ventures VI-B, L.P.; 14,792 shares in the name of Summit VI Advisors Fund, L.P.; 22,711 shares in the name of Summit VI Entrepreneurs Fund, L.P.; and 4,003 shares in the name of Summit Investors VI, L.P.

2. Shares are held as follows: 8,661,472 shares in the name of Summit Ventures VI-A, L.P.; 3,612,186 shares in the name of Summit Ventures VI-B, L.P.; 180,136 shares in the name of Summit VI Advisors Fund, L.P.; 276,567 shares in the name of Summit VI Entrepreneurs Fund, L.P.; and 48,752 shares in the name of Summit Investors VI, L.P.

Remarks:

The entities mentioned in Footnotes 1 and 2 are collectively referred to as "Summit Partners". Summit Partners, L.P. is the managing member of Summit Partners VI (GP), LLC, which is the general partner of Summit Partners VI (GP), L.P., which is the general partner of each of Summit Ventures VI-A, L.P., Summit Ventures VI-B, L.P., Summit VI Advisors Fund, L.P., Summit VI Entrepreneurs Fund, L.P. and Summit Investors VI, L.P. The reporting persons referenced above, along with Scott C. Collins, Kevin P. Mohan and Robert V. Walsh (who are included in a separate report due to the restriction in the number of joint filers in an electronic report), are the members of Summit Master Company, LLC, which is the general partner of Summit Partners, L.P., and each disclaims beneficial ownership of the shares held by Summit Partners, except to the extent of his pecuniary interest therein.

	Robin W. Devereux, Power of Attorney for Bruce R. Evans	02/11/2005
	Robin W. Devereux, Power of Attorney for Gregory M. Avis	02/11/2005
	Robin W. Devereux, Power of Attorney for Peter Y. Chung	02/11/2005
	Robin W. Devereux, Power of Attorney for Walter G. Kortschak	02/11/2005
	Robin W. Devereux, Power of Attorney for Martin J. Mannion	02/11/2005
	Robin W. Devereux, Power of Attorney for Thomas S. Roberts	02/11/2005
	Robin W. Devereux, Power of Attorney for E. Roe Stamps, IV	02/11/2005
	Robin W. Devereux, Power of Attorney for Joseph F. Trustey	02/11/2005
	Robin W. Devereux, Power of Attorney for Stephen G. Woodsum	02/11/2005
	** 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).
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