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

Expires:

January 31, 2005

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

JP MORGAN PARTNERS BHCA LP

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

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

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

(Last)

(First)

(Middle)

C/O J.P. MORGAN PARTNERS, 1221 AVENUE OF THE AMERICAS 40TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2005

(Street)

NEW YORK, NY 10020

4. If Amendment, Date 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

(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	08/15/2005		S		265,775	D	$ 23.59	1,855,691	D ⁽¹⁾
Common Stock	08/15/2005		S		24,302	D	$ 23.61	1,831,389	D ⁽¹⁾
Common Stock	08/15/2005		S		34,856	D	$ 23.62	1,796,533	D ⁽¹⁾
Common Stock	08/15/2005		S		34,856	D	$ 23.64	1,761,677	D ⁽¹⁾
Common Stock	08/15/2005		S		23,068	D	$ 23.59	168,437	I	See footnote ⁽²⁾
Common Stock	08/15/2005		S		2,109	D	$ 23.61	166,328	I	See footnote ⁽²⁾
Common Stock	08/15/2005		S		3,025	D	$ 23.62	163,303	I	See footnote ⁽²⁾
Common Stock	08/15/2005		S		3,025	D	$ 23.64	160,278	I	See footnote ⁽²⁾
Common Stock	08/15/2005		S		3,145	D	$ 23.59	22,961	I	See footnote ⁽³⁾
Common Stock	08/15/2005		S		288	D	$ 23.61	22,673	I	See footnote ⁽³⁾
Common Stock	08/15/2005		S		412	D	$ 23.62	22,261	I	See footnote ⁽³⁾
Common Stock	08/15/2005		S		412	D	$ 23.64	21,849	I	See footnote ⁽³⁾
Common Stock	08/15/2005		S		11,708	D	$ 23.59	85,491	I	See footnote ⁽⁴⁾
Common Stock	08/15/2005		S		1,070	D	$ 23.61	84,421	I	See footnote ⁽⁴⁾
Common Stock	08/15/2005		S		1,536	D	$ 23.62	82,885	I	See footnote ⁽⁴⁾
Common Stock	08/15/2005		S		1,536	D	$ 23.64	81,349	I	See footnote ⁽⁴⁾
Common Stock	08/15/2005		S		1,305	D	$ 23.59	9,526	I	See footnote ⁽⁵⁾
Common Stock	08/15/2005		S		119	D	$ 23.61	9,407	I	See footnote ⁽⁵⁾
Common Stock	08/15/2005		S		171	D	$ 23.62	9,236	I	See footnote ⁽⁵⁾
Common Stock	08/15/2005		S		171	D	$ 23.64	9,065	I	See footnote ⁽⁵⁾
Common Stock								86,322	I	See footnote ⁽⁶⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

Stock Option (right to buy)

$ 24.1

06/10/2006

07/28/2015

Common Stock

8,375

See footnote ⁽⁷⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
JP MORGAN PARTNERS BHCA LP C/O J.P. MORGAN PARTNERS 1221 AVENUE OF THE AMERICAS 40TH FLOOR NEW YORK, NY 10020		X
JPMP MASTER FUND MANAGER L P C/O JPMORGAN PARTNERS LLC 1221 AVENUE OF THE AMERICAS 40TH FL. NEW YORK, NY 10020		X
JPMP CAPITAL CORP 1221 AVENUE OF THE AMERICAS 39TH FLOOR NEW YORK, NY 10020		X
JP MORGAN PARTNERS GLOBAL INVESTORS LP		X
J P MORGAN PARTNERS GLOBAL INVESTORS A LP		X
J P MORGAN PARTNERS GLOBAL INVESTORS CAYMAN LP C/O J P MORGAN PARTNERS 1221 AVENUE OF THE AMERICAS 40TH FL NEW YORK, NY 10020		X
J P MORGAN PARTNERS GLOBAL INVESTORS CAYMAN II LP C/O J P MORGAN PARTNERS 1221 AVENUE OF THE AMERICAS 40TH FL NEW YORK, NY 10020		X
JP MORGAN PARTNERS GLOBAL INVESTORS SELLDOWN LLP 1221 AVENUE OF THE AMERICAS NEW YORK, NY 10020		X

Signatures

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		08/17/2005
^**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 includes shares of restricted stock awarded under the 2004 Stock Incentive Plan to Shahan Soghikian, a director of the Issuer. The restricted stock vests and becomes exercisable on June 10, 2006; provided, however, that each restricted share become fully vested immediately prior to the next regular annual meeting of the company's stockholders following the date of grant in the event such meeting occurs prior to June 10, 2006. Mr. Soghikian is obligated to transfer these shares to the reporting person, at the request of the reporting person.
(2)	The amount shown represents the beneficial ownership of the Issuer's equity securities by J.P. Morgan Partners Global Investors, L.P. The Reporting Person has no pecuniary interest in such securities.
(3)	The amount shown represents the beneficial ownership of the Issuer's equity securities by J.P. Morgan Partners Global Investors A, L.P. The Reporting Person has no pecuniary interest in such securities.
(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"). The Reporting Person has no pecuniary interest in such securities.
(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"). The Reporting Person has no pecuniary interest in such securities.
(6)	The amount shown represents the beneficial ownership of the Issuer's equity securities by J.P. Morgan Partners Global Investors (Selldown), L.P. The Reporting Person has no pecuniary interest in such securities.
(7)	The option vests and becomes exercisable on June 10, 2006; provided, however, that the option shall vest and become exercisable in full immediately prior to the next regular annual meeting of the Company's stockholders, following the date of grant in the event such meeting occurs prior to June 10, 2006. Mr. Soghikian is obligated to transfer any shares issued under the stock option to J.P. Morgan Partners (BHCA), L.P. ("JPM BHCA"), at the request of JPM BHCA.

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