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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
PortalPlayer, Inc. [ PLAY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/24/2004 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) 11/29/2004 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 11/24/2004 | C | 15,929 | A | $0 | 15,929 | D | |||
Common Stock | 11/24/2004 | C | 4,339 | A | $0 | 20,268 | D | |||
Common Stock | 11/24/2004 | C | 1,018 | A | $0 | 21,286 | D | |||
Common Stock | 11/24/2004 | C | 1,175,677 | A | $0 | 1,196,963 | D | |||
Common Stock | 11/24/2004 | C | 926,131 | A | $0 | 2,123,094 | D | |||
Common Stock | 11/24/2004 | C | 523,453 | A | $0 | 2,646,547 | D | |||
Common Stock | 11/24/2004 | C | 82,948 | A | $0 | 82,948 | I | See Footnote(1) | ||
Common Stock | 11/24/2004 | C | 146,756 | A | $0 | 229,704 | I | See Footnote(1) | ||
Common Stock | 11/24/2004 | C | 20,006 | A | $0 | 20,006 | I | See Footnote(2) | ||
Common Stock | 11/24/2004 | C | 11,307 | A | $0 | 31,313 | I | See Footnote(2) | ||
Common Stock | 11/24/2004 | C | 74,487 | A | $0 | 74,487 | I | See Footnote(3) | ||
Common Stock | 11/24/2004 | C | 42,100 | A | $0 | 116,587 | I | See Footnote(3) | ||
Common Stock | 11/24/2004 | C | 8,301 | A | $0 | 8,301 | I | See Footnote(4) | ||
Common Stock | 11/24/2004 | C | 4,691 | A | $0 | 12,992 | I | See Footnote(4) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 A convertible preferred stock | (5) | 11/24/2004 | C | 23,893 | (6) | (6) | Common Stock | (7) | $0 | 0 | D | ||||
Series B convertible preferred stock | (5) | 11/24/2004 | C | 6,509 | (6) | (6) | Common Stock | (7) | $0 | 0 | D | ||||
Series C convertible preferred stock | (8) | 11/24/2004 | C | 3,054 | (6) | (6) | Common Stock | (7) | $0 | 0 | D | ||||
Series C -1 convertible preferred stock | (9) | 11/24/2004 | C | 10,063 | (6) | (6) | Common Stock | (7) | $0 | 0 | D | ||||
Series D convertible preferred stock | (8) | 11/24/2004 | C | 2,778,395 | (6) | (6) | Common Stock | (7) | $0 | 0 | D | ||||
Series E convertible preferred stock | (8) | 11/24/2004 | C | 1,570,361 | (6) | (6) | Common Stock | (7) | $0 | 0 | D | ||||
Series D convertible preferred stock | (8) | 11/24/2004 | C | 440,270 | (6) | (6) | Common Stock | (7) | $0 | 0 | I | See Footnote(1) | |||
Series E convertible preferred stock | (8) | 11/24/2004 | C | 248,844 | (6) | (6) | Common Stock | (7) | $0 | 0 | I | See Footnote(1) | |||
Series D convertible preferred stock | (8) | 11/24/2004 | C | 60,018 | (6) | (6) | Common Stock | (7) | $0 | 0 | I | See Footnote(2) | |||
Series E convertible preferred stock | (8) | 11/24/2004 | C | 33,922 | (6) | (6) | Common Stock | (7) | $0 | 0 | I | See Footnote(2) | |||
Series D convertible preferred stock | (8) | 11/24/2004 | C | 223,461 | (6) | (6) | Common Stock | (7) | $0 | 0 | I | See Footnote(3) | |||
Series E convertible preferred stock | (8) | 11/24/2004 | C | 126,301 | (6) | (6) | Common Stock | (7) | $0 | 0 | I | See Footnote(3) | |||
Series D convertible preferred stock | (8) | 11/24/2004 | C | 24,903 | (6) | (6) | Common Stock | (7) | $0 | 0 | I | See Footnote(4) | |||
Series E convertible preferred stock | (8) | 11/24/2004 | C | 14,075 | (6) | (6) | Common Stock | (7) | $0 | 0 | I | See Footnote(4) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. The amount shown represents the beneficial ownership of the Issuer's equity securities by J.P. Morgan Partners Global Investors, L.P. |
2. The amount shown represents the beneficial ownership of the Issuer's equity securities by J.P. Morgan Partners Global Investors A, L.P. |
3. The amount shown represents the beneficial ownership of the Issuer's equity securities by J.P. Morgan Partners Global Investors (Cayman), L.P. ("Cayman"). |
4. The amount shown represents the beneficial ownership of the Issuer's equity securities by J.P. Morgan Partners Global Investors (Cayman) II, L.P. ("Cayman II"). |
5. The Series A and B Convertible Preferred Stock is convertible on a 1 for 0.6667 basis. |
6. The Series A, B, C, C-1, D, and E Convertible Preferred Stock is immediately exercisable. It has no expiration date. |
7. Reflects a 1-for-3 reverse split of the common stock. |
8. The Series C, D, and E Convertible Preferred Stock is convertible on a 1 for 0.3333 basis. |
9. The Series C-1 Convertible Preferred Stock is convertible on a 1 for 116.8317 basis. |
Remarks: |
This form is being amended to correct the number of shares in Column 5 of Table I. |
J.P. Morgan Partners (BHCA), L.P. By: JPMP Master Fund Manager, L.P., its general partner By: JPMP Capital Corp., its general partner By: /s/ Jeffrey C. Walker , President | 01/04/2005 | |
** 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). | ||
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. |
Name and Address of Reporting Person(1) |
Designated Reporter(1)) |
Statement for (month/day/year) |
Issuer Name, Ticker
or Trading Symbol |
Title and
Amount of Security |
Title of Derivative Securities and Title and Amount of Securities Underlying Derivative Securities |
Ownership Form:
Direct (D) or
Indirect (I) |
Nature of Indirect
Beneficial Ownership |
Disclaims
Pecuniary Interest |
JPMP Master Fund Manager, L.P.
c/o J.P. Morgan Partners, LLC
1221 Avenue of the Americas - 40th Floor
New York, NY 10020 |
J.P. Morgan Partners (BHCA), L.P. |
November 24, 2004 |
Portal Player, Inc.
(PLAY) |
See Table I
Rows 1 - 6 |
See Table II
Rows 1 through 6 |
I |
See Explanatory
Note 2 below |
No |
JPMP Capital Corp.
c/o J.P. Morgan Partners, LLC
1221 Avenue of the Americas - 40th Floor
New York, NY 10020 |
J.P. Morgan Partners (BHCA), L.P. |
November 24, 2004 |
Portal Player, Inc.
(PLAY) |
See Table I |
See Table II |
I |
See Explanatory
Note 3 below |
No |
JPMorgan Chase & Co.
270 Park Avenue
35th Floor
New York, NY 10017 |
J.P. Morgan Partners (BHCA), L.P. |
November 24, 2004 |
Portal Player, Inc.
(PLAY) |
See Table I |
See Table II |
I |
See Explanatory
Note 4 below |
No |
J.P. Morgan Partners, Global Investors, L.P.
c/o J.P. Morgan Partners, LLC
1221 Avenue of the Americas-40th Floor
New York, New York 10020 |
J.P. Morgan Partners (BHCA), L.P. |
November 24, 2004 |
Portal Player, Inc.
(PLAY) |
See Table I
Rows 7 and 8 |
See Table II
Rows 7 and 8 |
D |
See Explanatory Note 5 below |
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J.P. Morgan Partners, Global Investors A, L.P.
c/o J.P. Morgan Partners, LLC
1221 Avenue of the Americas-40th Floor
New York, New York 10020 |
J.P. Morgan Partners (BHCA), L.P. |
November 24, 2004 |
Portal Player, Inc.
(PLAY) |
See Table I
Rows 9 and 10 |
See Table II
Rows 9 and 10 |
D |
See Explanatory Note 6 below |
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J.P. Morgan Partners, Global Investors (Cayman), L.P.
c/o J.P. Morgan Partners, LLC
1221 Avenue of the Americas-40th Floor
New York, New York 10020 |
J.P. Morgan Partners (BHCA), L.P. |
November 24, 2004 |
Portal Player, Inc.
(PLAY) |
See Table I
Rows 11 and 12 |
See Table II
Rows 11 and 12 |
D |
See Explanatory Note 7 below |
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J.P. Morgan Partners Global Investors (Cayman) II, L.P.
c/o J.P. Morgan Partners, LLC
1221 Avenue of the Americas-40th Floor
New York, New York 10020 |
J.P. Morgan Partners (BHCA), L.P. |
November 24, 2004 |
Portal Player, Inc.
(PLAY) |
See Table I
Rows 13 and 14 |
See Table II
Rows 13 and 14 |
D |
See Explanatory Note 8 below |
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JPMP Global Investors, L.P.
c/o J.P. Morgan Partners, LLC
1221 Avenue of the Americas-40th Floor
New York, New York 10020 |
J.P. Morgan Partners (BHCA), L.P. |
November 24, 2004 |
Portal Player, Inc.
(PLAY) |
See Table I
Rows 7-14 |
See Table II
Rows 7-14 |
I |
See Explanatory Note 9 |
No |
1) | The Designated Reporter is executing this report on behalf of all Reporting Persons, each of whom has authorized it to do so. Each of the Reporting Persons disclaims beneficial ownership of the Issuers securities to the extent it exceeds such Persons pecuniary interest. |
2) | The amounts shown in Tables I and II in rows 1 through 6 represent the beneficial ownership of the Issuers securities owned by J.P. Morgan Partners (BHCA), L.P. ("JPMP BHCA"), a portion of which may be deemed attributable to the Reporting Person because it is the sole general partner of JPMP BHCA. |
3) | The amounts shown in Tables I and II represent the beneficial ownership of the Issuers securities owned by (a) JPMP BHCA, and (b) J.P. Morgan Partners Global Investors, L.P., J.P. Morgan Partners Global Investors A, L.P., J.P. Morgan Partners Global Investors (Cayman), L.P., and J.P. Morgan Partners Global Investors (Cayman) II, L.P. (collectively, the JPMP Global Entities), a portion of which may be deemed attributable to the Reporting Person because it is (1) the general partner of JPMP Master Fund Manager, L.P. (MF Manager), the sole general partner of JPMP BHCA and (2) the general partner of JPMP Global Investors, L.P. (JPMP Global Investors) which is the general partner of each of the JPMP Global Entities. The Reporting Person disclaims such beneficial ownership except to the extent of its pecuniary interest therein which is not readily determinable because it is subject to several variables, including without limitation, the internal rates of return and vesting of interests within JPMP BHCA and the JPMP Global Entities. |
4) | The amounts shown in Tables I and II represent the beneficial ownership of the Issuers Series securities owned by JPMP BHCA and the JPMP Global Entities, a portion of which may be deemed attributable the Reporting Person because it is the sole stockholder of (1) JPMP Capital Corp., the general partner of (a) MF Manager, the sole general partner of JPMP BHCA and (b) JPMP Global Investors, the general partner of each of the JPMP Global Entities and of (2) Chatham Ventures, Inc., and the limited partner of JPMP BHCA. The Reporting Person disclaims such beneficial ownership except to the extent of its pecuniary interest therein which is not readily determinable because it is subject to several variables, including without limitation, the internal rates of return and vesting of interests within JPMP BHCA and the JPMP Global Entities. |
5) | The amount shown represents the beneficial ownership of the Issuers securities owned by J.P. Morgan Partners Global Investors, L.P. |
6) | The amount shown represents the beneficial ownership of the Issuers securities owned by J.P. Morgan Partners Global Investors A, L.P. |
7) | The amount shown represents the beneficial ownership of the Issuers securities owned by J.P. Morgan Partners Global Investors (Cayman), L.P. |
8) | The amount shown represents the beneficial ownership of the Issuers securities owned by J.P. Morgan Partners Global Investors (Cayman) II, L.P. |
9) | The amounts shown in Tables I and II in rows 7-14 represent the beneficial ownership of the Issuers securities owned by the JPMP Global Entities, a portion of which may be deemed attributable to JPMP Global Investors, L.P. because it is the general partner of each of the JPMP Global Entities. |
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J.P. MORGAN PARTNERS (BHCA), L.P. | |||
By: | JPMP Master Fund Manager, L.P., | ||
its general partner | |||
By: | JPMP Capital Corp., | ||
its general partner | |||
By: | ________________________ | ||
Jeffrey C. Walker | |||
President | |||
J.P. MORGAN PARTNERS GLOBAL INVESTORS, L.P. | |||
By: | JPMP Global Investors, L.P., | ||
its general partner | |||
By: | JPMP Capital Corp., | ||
its general partner | |||
By: | ________________________ | ||
Jeffrey C. Walker | |||
President |
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J.P. MORGAN PARTNERS GLOBAL INVESTORS A, L.P. | |||
By: | JPMP Global Investors, L.P., | ||
its general partner | |||
By: | JPMP Capital Corp., | ||
its general partner | |||
By: | ________________________ | ||
Jeffrey C. Walker | |||
President | |||
J.P. MORGAN PARTNERS GLOBAL INVESTORS (CAYMAN), L.P. | |||
By: | JPMP Global Investors, L.P., | ||
its general partner | |||
By: | JPMP Capital Corp., | ||
its general partner | |||
By: | ________________________ | ||
Jeffrey C. Walker | |||
President | |||
J.P. MORGAN PARTNERS GLOBAL INVESTORS (CAYMAN) II, L.P. | |||
By: | JPMP Global Investors, L.P., | ||
its general partner | |||
By: | JPMP Capital Corp., | ||
its general partner | |||
By: | ________________________ | ||
Jeffrey C. Walker | |||
President | |||
JPMP MASTER FUND MANAGER, L.P. | |||
By: | JPMP Capital Corp., | ||
its general partner | |||
By: | ________________________ | ||
Jeffrey C. Walker | |||
President |
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JPMP GLOBAL INVESTORS, L.P. | |||
By: | JPMP Capital Corp., | ||
its general partner | |||
By: | ________________________ | ||
Name: Jeffrey C. Walker | |||
Title: President | |||
JPMP CAPITAL CORP. | |||
By: | ________________________ | ||
Jeffrey C. Walker | |||
President | |||
JPMORGAN CHASE & CO. | |||
By: | ________________________ | ||
Jeffrey C. Walker | |||
Vice Chairman |