Edgar Filing: PATTERSON ARTHUR C

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

PATTERSON ARTHUR C

2. Issuer Name and Ticker or Trading Symbol
METROPCS COMMUNICATIONS INC [PCS]

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)

482 UNIVERSITY AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
12/12/2012

(Street)

PALO ALTO, CA 94301

4. If Amendment, Date 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

(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	12/12/2012		M		15,400	A	$ 6.73	420,562	D
Common Stock	12/12/2012		M		4,666	A	$ 9.55	425,228	D
Common Stock	12/12/2012		M		25,302	A	$ 7.1333	450,530	D
Common Stock	12/12/2012		M		41,322	A	$ 7.1333	491,852	D
Common Stock	12/12/2012		M		13,650	A	$ 7.1533	505,502	D
Common Stock	12/12/2012		M		20,280	A	$ 7.1533	525,782	D
Common Stock	12/12/2012		M		5,070	A	$ 7.1533	530,852	D
Common Stock								2,403,561	I	Held directly by ACP Family Partnership L.P. ⁽¹⁾
Common Stock								1,685,254	I	Held directly by Ellmore C. Patterson Partners ⁽¹⁾
Common Stock								351,751	I	Held directly by ACP 2007 ACCEL-7 GRAT U/A/D 4/2/07 ⁽¹⁾
Common Stock								351,752	I	Held directly by ACP 2007 ACCEL-10 GRAT U/A/D 4/2/07 ⁽¹⁾

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)

$ 6.73

12/12/2012

15,400

⁽²⁾

03/11/2020

Common Stock

15,400

$ 0

1,400

Stock Option (right to buy)

$ 9.55

12/12/2012

4,666

⁽³⁾

02/07/2022

Common Stock

4,666

$ 0

12,134

Stock Option (right to buy)

$ 7.1333

12/12/2012

25,302

⁽⁴⁾

08/03/2015

Common Stock

25,302

$ 0

Stock Option (right to buy)

$ 7.1333

12/12/2012

41,322

⁽⁴⁾

08/03/2015

Common Stock

41,322

$ 0

Stock Option (right to buy)

$ 7.1533

12/12/2012

13,650

⁽⁵⁾

03/14/2016

Common Stock

13,650

$ 0

Stock Option (right to buy)

$ 7.1533

12/12/2012

20,280

⁽⁵⁾

03/14/2016

Common Stock

20,280

$ 0

Stock Option (right to buy)

$ 7.1533

12/12/2012

5,070

⁽⁵⁾

03/14/2016

Common Stock

5,070

$ 0

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
PATTERSON ARTHUR C 482 UNIVERSITY AVENUE PALO ALTO, CA 94301	X

Signatures

/s/ Catherine Noyes, as Attorney in Fact for Arthur C. Patterson		12/14/2012
^**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 reporting person is affiliated with the following entities, and with such entities is deemed to be a member of a "group" under Section 13(d) of the Securities Exchange Act of 1934, as amended: ACP Family Partnership L.P., Ellmore C. Patterson Partners, ACP 2007 ACCEL-7 GRAT U/AD 4/2/07 and ACP 2007 ACCEL-10 GRAT U/A/D 4/2/07. The reporting person disclaims beneficial ownership of the securities held by such entities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
(2)	The option was granted March 11, 2010 for a term expring on March 11, 2020. The option vested over a period of three years as follows: The option vested and became exercisable with respect to 1/36 of the shares on the date of each month beginning on the "Vesting Commencement Date" (as provided in the Director Plan).
(3)	The option was granted February 7, 2012 for a term expiring on February 7, 2022. The option vested over a period of three years as follows: The option vested and became exercisable with respect to 1/36 of the shares on the date of each month beginning on the "Vesting Commencement Date" (as provided in the Director Plan).
(4)	The option was granted August 3, 2005 for a term expiring on August 3, 2015. The option vested over a period of three years as follows: The option vested and became exercisable with respect to 1/36 of the shares on the date of each month beginning on the "Vesting Commencement Date" (as provided in the Director Plan).
(5)	The option was granted on March 14, 2006 for a term expring on March 14, 2016. The option vested over a period of three years as follows: The option vested and become exercisable with respect to 1/36 of the shares on the date of each month beginning on the "Vesting Commencement Date" (as provided in the Director Plan).
Remarks: Exhibit List Exhibit 24 - Power of Attorney

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