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^*

KORTSCHAK WALTER G

(Last)

(First)

(Middle)

C/O SUMMIT PARTNERS

222 BERKELEY STREET, 18TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Global Cash Access Holdings, Inc. [ GCA ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/22/2005

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	09/22/2005		C		20,198,204⁽¹⁾	A	⁽¹⁾	20,198,204⁽¹⁾	I	See Footnotes⁽¹⁾⁽²⁾
Common Stock	09/22/2005		C		4,842,604⁽³⁾	A	⁽³⁾	25,040,808⁽⁴⁾	I	See Footnotes⁽²⁾⁽³⁾
Common Stock	09/22/2005		S		2,504,081⁽⁴⁾	D	$14	22,536,727⁽⁴⁾	I	See Footnotes⁽²⁾⁽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)
Class A Preferred Stock	⁽¹⁾	09/22/2005		C			20,198,204⁽¹⁾	⁽¹⁾	⁽¹⁾	Common Stock	20,198,204⁽¹⁾	⁽¹⁾	0	I	See Footnote⁽¹⁾⁽²⁾
Class B Preferred Stock	⁽³⁾	09/22/2005		C			4,842,604⁽³⁾	⁽³⁾	⁽³⁾	Common Stock	4,842,604⁽³⁾	⁽³⁾	0	I	See Footnotes⁽²⁾⁽³⁾

Explanation of Responses:

1. Represents 13,693,950 shares beneficially held by Summit Ventures VI-A, L.P., 5,710,923 shares beneficially held by Summit Ventures VI-B, L.P., 284,796 shares beneficially held by Summit VI Advisors Fund, L.P., 437,256 shares beneficially held by Summit VI Entrepreneurs Fund, L.P., and 71,279 shares beneficially held by Summit Investors VI, L.P. Each share of Class A Preferred Stock is convertible into one share of common stock. These securities are preferred stock of Global Cash Access Holdings, Inc. and do not have an expiration date. These securities will automatically convert into shares of common stock upon the consummation of Global Cash Access Holdings, Inc.'s initial public offering.

2. Mr. Kortschak is a member of Summit Master Company, LLC, which is the general partner of Summit Partners, L.P., and he disclaims beneficial ownership of the shares held by Summit Partners, L.P. and the other entities listed above, except to the extent of his pecuniary interest therein.

3. Represents 3,283,182 shares beneficially held by Summit Ventures VI-A, L.P., 1,369,218 shares beneficially held by Summit Ventures VI-B, L.P., 68,281 shares beneficially held by Summit VI Advisors Fund, L.P., 104,834 shares beneficially held by Summit VI Entrepreneurs Fund, L.P., and 17,089 shares beneficially held by Summit Investors VI, L.P. Each share of Class B Preferred Stock is convertible into one share of common stock. These securities are preferred stock of Global Cash Access Holdings, Inc. and do not have an expiration date. These securities will automatically convert into shares of common stock upon the consummation of Global Cash Access Holdings, Inc.'s initial public offering.

4. Shares beneficially held by 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.

Remarks:

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. Summit Partners, L.P. has voting and dispositive authority over the shares held by each of these entities and, therefore, may beneficially own such shares. Summit Partners, L.P. disclaims beneficial ownership of such shares except to the extent of its pecuniary interest. Mr. Kortschak is a member of Summit Master Company, LLC, which is the general partner of Summit Partners, L.P. Mr. Kortschak and each of Summit Master Company, LLC, Summit Partners, L.P., Summit Partners VI (GP), LLC and Summit Partners VI (GP), L.P., disclaims beneficial ownership of such shares, except to the extent of his or its pecuniary interest therein.

	Robin W. Devereux, Power of Attorney for Walter G. Kortschak	09/26/2005
	** Signature of Reporting Person	Date
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