Edgar Filing: PortalPlayer, Inc.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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January 31, 2005

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Soghikian Shahan D

2. Issuer Name and Ticker or Trading Symbol
PortalPlayer, Inc. [PLAY]

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

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O J.P. MORGAN PARTNERS, LLC, 50 CALIFORNIA STREET

3. Date of Earliest Transaction (Month/Day/Year)
11/24/2004

(Street)

SAN FRANCISCO, CA 94111

4. If Amendment, Date Original Filed(Month/Day/Year)
11/29/2004

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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	11/24/2004		C		15,929	A	$ 0	15,929	I	See Footnote ⁽¹⁾
Common Stock	11/24/2004		C		4,339	A	$ 0	20,268	I	See Footnote ⁽¹⁾
Common Stock	11/24/2004		C		1,018	A	$ 0	21,286	I	See Footnote ⁽¹⁾
Common Stock	11/24/2004		C		1,175,677	A	$ 0	1,196,963	I	See Footnote ⁽¹⁾
Common Stock	11/24/2004		C		926,131	A	$ 0	2,123,094	I	See Footnote ⁽¹⁾
Common Stock	11/24/2004		C		523,453	A	$ 0	2,646,547	I	See Footnote ⁽¹⁾
Common Stock	11/24/2004		C		82,948	A	$ 0	82,948	I	See Footnote ⁽²⁾
Common Stock	11/24/2004		C		146,756	A	$ 0	229,704	I	See Footnote ⁽²⁾
Common Stock	11/24/2004		C		20,006	A	$ 0	20,006	I	See Footnote ⁽³⁾
Common Stock	11/24/2004		C		11,307	A	$ 0	31,313	I	See Footnote ⁽³⁾
Common Stock	11/24/2004		C		74,487	A	$ 0	74,487	I	See Footnote ⁽⁴⁾
Common Stock	11/24/2004		C		42,100	A	$ 0	116,587	I	See Footnote ⁽⁴⁾
Common Stock	11/24/2004		C		8,301	A	$ 0	8,301	I	See Footnote ⁽⁵⁾
Common Stock	11/24/2004		C		4,691	A	$ 0	12,992	I	See Footnote ⁽⁵⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A convertible preferred stock

⁽⁶⁾

11/24/2004

23,893

⁽⁷⁾

Common Stock

⁽⁸⁾

$ 0

See Footnote ⁽¹⁾

Series B convertible preferred stock

⁽⁶⁾

11/24/2004

6,509

⁽⁷⁾

Common Stock

⁽⁸⁾

$ 0

See Footnote ⁽¹⁾

Series C convertible preferred stock

⁽⁹⁾

11/24/2004

3,054

⁽⁷⁾

Common Stock

⁽⁸⁾

$ 0

See Footnote ⁽¹⁾

Series C-1 convertible preferred stock

⁽¹⁰⁾

11/24/2004

10,063

⁽⁷⁾

Common Stock

⁽⁸⁾

$ 0

See Footnote ⁽¹⁾

Series D convertible preferred stock

⁽⁹⁾

11/24/2004

2,778,395

⁽⁷⁾

Common Stock

⁽⁸⁾

$ 0

See Footnote ⁽¹⁾

Series E convertible preferred stock

⁽⁹⁾

11/24/2004

1,570,361

⁽⁷⁾

Common Stock

⁽⁸⁾

$ 0

See Footnote ⁽¹⁾

Series D convertible preferred stock

⁽⁹⁾

11/24/2004

440,270

⁽⁷⁾

Common Stock

⁽⁸⁾

$ 0

See Footnote ⁽²⁾

Series E convertible preferred stock

⁽⁹⁾

11/24/2004

248,844

⁽⁷⁾

Common Stock

⁽⁸⁾

$ 0

See Footnote ⁽²⁾

Series D convertible preferred stock

⁽⁹⁾

11/24/2004

60,018

⁽⁷⁾

Common Stock

⁽⁸⁾

$ 0

See Footnote ⁽³⁾

Series E convertible preferred stock

⁽⁹⁾

11/24/2004

33,922

⁽⁷⁾

Common Stock

⁽⁸⁾

$ 0

See Footnote ⁽³⁾

Series D convertible preferred stock

⁽⁹⁾

11/24/2004

223,461

⁽⁷⁾

Common Stock

⁽⁸⁾

$ 0

See Footnote ⁽⁴⁾

Series E convertible preferred stock

⁽⁹⁾

11/24/2004

126,301

⁽⁷⁾

Common Stock

⁽⁸⁾

$ 0

See Footnote ⁽⁴⁾

Series D convertible preferred stock

⁽⁹⁾

11/24/2004

24,903

⁽⁷⁾

Common Stock

⁽⁸⁾

$ 0

See Footnote ⁽⁵⁾

Series E convertible preferred stock

⁽⁹⁾

11/24/2004

14,075

⁽⁷⁾

Common Stock

⁽⁸⁾

$ 0

See Footnote ⁽⁵⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Soghikian Shahan D C/O J.P. MORGAN PARTNERS, LLC 50 CALIFORNIA STREET SAN FRANCISCO, CA 94111	X

Signatures

/s/ Shahan D. Soghikian		01/04/2005
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The amount shown represents the beneficial ownership of the Issuer's equity securities by J.P. Morgan Partners (BHCA), L.P. ("JPM BHCA"), a portion of which may be deemed attributable to the Reporting Person because the Reporting Person is a Managing Director of JPMP Capital Corp., the general partner of JPMP Master Fund Manager ("MF Manager"), the general partner of JPM BHCA. The Reporting Person disclaims ownership of the securities except to the extent of his pecuniary interest therein.
(2)	The amount shown represents the beneficial ownership of the Issuer's equity securities by J.P. Morgan Partners Global Investors, L.P., a portion of which may be deemed attributable to the Reporting Person because the Reporting Person is a Managing Director of JPMP Capital Corp., the general partner of JPMP Global Investors, L.P., which is the general partner of J.P. Morgan Partners Global Investors, L.P. The actual pro rata portion of such beneficial ownership that may be deemed attributable to the Reporting Person is not readily determinable because it is subject to several variables, including the internal rate of return and vesting within JPMP Global Investors, L.P. and J.P. Morgan Partners Global Investors, L.P. The Reporting Person disclaims beneficial ownership in the securities to the extent it exceeds his pecuniary interest therein.
(3)	The amount shown represents the beneficial ownership of the Issuer's equity securities by J.P. Morgan Partners Global Investors A, L.P., a portion of which may be deemed attributable to the Reporting Person because the Reporting Person is a Managing Director of JPMP Capital Corp., the general partner of JPMP Global Investors, L.P., which is the general partner of J.P. Morgan Partners Global Investors A, L.P. The actual pro rata portion of such beneficial ownership that may be deemed attributable to the Reporting Person is not readily determinable because it is subject to several variables, including the internal rate of return and vesting within JPMP Global Investors, L.P. and J.P. Morgan Partners Global Investors A, L.P. The Reporting Person disclaims beneficial ownership in the securities to the extent it exceeds his pecuniary interest therein.
(4)	The amount shown represents the beneficial ownership of the Issuer's equity securities by J.P. Morgan Partners Global Investors (Cayman), L.P. ("Cayman"), a portion of which may be deemed attributable to the Reporting Person because the Reporting Person is a Managing Director of JPMP Capital Corp., the general partner of JPMP Global Investors, L.P. which is the general partner of Cayman. The actual pro rata portion of such beneficial ownership that may be deemed attributable to the Reporting Person is not readily determinable because it is subject to several variables, including the internal rate of return and vesting within JPMP Global Investors, L.P. and Cayman. The Reporting Person disclaims beneficial ownership in the securities to the extent it exceeds his pecuniary interest therein.
(5)	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"), a portion of which may be deemed attributable to the Reporting Person because the Reporting Person is a Managing Director of JPMP Capital Corp., the general partner of JPMP Global Investors, L.P. which is the general partner of Cayman II. The actual pro rata portion of such beneficial ownership that may be deemed attributable to the Reporting Person is not readily determinable because it is subject to several variables, including the internal rate of return and vesting within JPMP Global Investors, L.P. and Cayman II. The Reporting Person disclaims beneficial ownership in the securities to the extent it exceeds his pecuniary interest therein
(6)	The Series A and B Convertible Preferred Stock is convertible on a 1 for 0.6667 basis.
(7)	The Series A, B, C, C-1, D, and E Convertible Preferred Stock is immediately exercisable. It has no expiration date.
(8)	Reflects a 1-for-3 reverse split of the common stock
(9)	The Series C, D, and E Convertible Preferred Stock is convertible on a 1 for 0.3333 basis
(10)	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.

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