Sec Form 3 Filing - ACCEL VII LP @ METROPCS COMMUNICATIONS INC - 2004-07-28

FORM 3 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 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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1. Name and Address of Reporting Person ACCEL VII LP 2. Issuer Name and Ticker or Trading Symbol METROPCS COMMUNICATIONS INC [ MPCS] 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) 428 UNIVERSITY AVENUE, 3. Date of Earliest Transaction (MM/DD/YY) 07/28/2004 (Street) PALO ALTO, CA94301 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 9,180,000 I Held directly by Accel IV L.P. ( 1 ) ( 2 ) Common Stock 190,500 I Held directly by Accel Keiretsu L.P. ( 1 ) ( 3 ) Common Stock 370,860 I Held directly by Accel Investors '94 L.P. ( 1 ) ( 4 ) Common Stock 220,440 I Held directly by Ellmore C. Patterson Partners. ( 1 ) ( 10 ) Common Stock 60,030 I Held directly by Prosper Partners. ( 1 ) ( 11 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Series D Convertible Preferred Stock ( 5 ) ( 5 ) ( 5 ) Common Stock 2,629,265 D ( 1 ) ( 6 ) ( 9 ) Series D Convertible Preferred Stock ( 5 ) ( 5 ) ( 5 ) Common Stock 657,296 I Held directly by Accel Internet Fund III L.P. ( 1 ) ( 7 ) Series D Convertible Preferred Stock ( 5 ) ( 5 ) ( 5 ) Common Stock 325,037 I Held directly by Accel Investors '99 L.L.C. ( 1 ) ( 8 ) Series D Convertible Preferred Stock ( 5 ) ( 5 ) ( 5 ) Common Stock 479,288 I Held directly by Ellmore C. Patterson Partners. ( 1 ) ( 10 ) Series D Convertible Preferred Stock ( 5 ) ( 5 ) ( 5 ) Common Stock 1,204,722 I Held directly by ACP Family Partnership L.P. ( 1 ) ( 12 ) Stock Options (right to buy) $ 4.7 01/24/2000 01/24/2010 Common Stock 90,300 I Held directly by Arthur C. Patterson. ( 1 ) ( 13 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ACCEL VII LP 428 UNIVERSITY AVENUE PALO ALTO, CA94301 X ACCEL VII ASSOCIATES LLC 428 UNIVERSITY AVENUE PALO ALTO, CA94301 X ACCEL INTERNET FUND III LP 428 UNIVERSITY AVENUE PALO ALTO, CA94301 X ACCEL INTERNET FUND III ASSOCIATES LLC 428 UNIVERSITY AVENUE PALO ALTO, CA94301 X WAGNER J PETER 428 UNIVERSITY AVE PALO ALTO, CA94301 X GOUW RANZETTA THERESIA 428 UNIVERSITY AVE PALO ALTO, CA94301 X SWARTZ JAMES R 428 UNIVERSITY AVENUE PALO ALTO, CA94301 X ACCEL INVESTORS 99 LP 428 UNIVERSITY AVE PALO ALTO, CA94301 X PROSPER PARTNERS 428 UNIVERSITY AVE PALO ALTO, CA94301 X KLINGENSTEIN PAUL H 428 UNIVERSITY AVE C/O ACCEL PARTNERS PALO ALTO, CA94301 X Signatures /s/ Tr acy L. Sedlock, as Attorney in Fact for ACCEL VII LP 07/28/2004 Signature of Reporting Person Date /s/ Tracy L. Sedlock, as Attorney in Fact for ACCEL VII ASSOCIATES LLC 07/28/2004 Signature of Reporting Person Date /s/ Tracy L. Sedlock, as Attorney in Fact for ACCEL INTERNET FUND III LP 07/28/2004 Signature of Reporting Person Date /s/ Tracy L. Sedlock, as Attorney in Fact for ACCEL INTERNET FUND III ASSOCIATES LLC 07/28/2004 Signature of Reporting Person Date /s/ Tracy L. Sedlock, as Attorney in Fact for J. Peter Wagner 07/28/2004 Signature of Reporting Person Date /s/ Tracy L. Sedlock, as Attorney in Fact for Theresia Gouw Ranzetta 07/28/2004 Signature of Reporting Person Date /s/ Tracy L. Sedlock, as Attorney in Fact for James R. Swartz 07/28/2004 Signature of Reporting Person Date /s/ Tracy L. Sedlock, as Attorney in Fact for ACCEL INVESTORS 99 LP 07/28/2004 Signature of Reporting Person Date /s/ Tracy L. Sedlock, as Attorney in Fact for Paul H. Klingenstein 07/28/2004 Signature of Reporting Person Date /s/ Tracy L. Sedlock, as Attorney in Fact for Prosper Partners 07/28/2004 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each reporting person other than the referenced individual or entity disclaims beneficial ownership of these securities except to the extent of his, or its, pecuniary interest therein, and this report shall not be deemed an admission that any such reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. ( 2 )Accel IV Associates L.P. is the General Partner of Accel IV L.P. and has sole voting and investment power. Arthur C. Patterson, James R. Swartz, James W. Breyer, Paul H. Klingenstein, Homestake Partners L.P., of which James R. Swartz is the sole general partner, Luke B. Evnin and Eugene D. Hill are the general partners of Accel IV Associates L.P. and share such powers. ( 3 )Accel Partners & Co., Inc. is the general partner of Accel Keiretsu L.P. and has sole voting and investment power. Arthur C. Patterson, James W. Breyer and James R. Swartz are officers of Accel Partners & Co., Inc. and share such powers. ( 4 )Arthur C. Patterson, James R. Swartz, Paul H. Klingenstein and James W. Breyer are the general partners of Accel Investors '94 L.P. and share voting and investment power. ( 5 )Each Share of Series D Convertible Preferred Stock is immediately convertible at the option of the holder, and will automatically convert into approximately 10.64 shares of common stock immediately prior to the Issuer's initial public offering. At such time, each $9.40 in accrued and unpaid dividends upon the Series D Convertible Preferred Stock will be paid in kind with one share of Common Stock. The number of shares set forth in Column 3 reflects this conversion and payment-in-kind based on accrued and unpaid dividends as of the date of this filing. ( 6 )Accel VII Associates L.L.C. is the general partner of Accel VII L.P. and has sole voting and investment power. Arthur C. Patterson, James R. Swartz, James W. Breyer, J. Peter Wagner and Theresia G. Ranzetta are the managing members of Accel VII Associates L.P. and share such powers. ( 7 )Accel Internet Fund III Associates L.P. is the general partner of Accel Internet Fund III L.P. Arthur C. Patterson, James R. Swartz, James W. Breyer, J. Peter Wagner and Theresia G. Ranzetta are the managing members of Accel Internet Fund III Associates L.P. and share such powers. ( 8 )Arthur C. Patterson, James R. Swartz, James W. Breyer and J. Peter Wagner are the managing members of Accel Investors '99 L.P. and share voting and investment powers. ( 9 )Held directly by Accel VII L.P. ( 10 )Arthur C. Patterson is the sole general partner of Ellmore C. Patterson Partners. ( 11 )Paul H. Klingenstein is the general partner of Prosper Partners. ( 12 )Arthur C. Patterson is the sole general partner of ACP Family Partnership L.P. ( 13 )Arthur C. Patterson is a director of the Issuer.

Remarks: This is Part 3 of a three part filing. This Form 3 is being filed in three parts because of the 10 reporting person limitation of the electronic filing system.Part 1 is being filed by the following reporting persons: Arthur C. Patterson, Ellmore C. Patterson Partners, and ACP Family Partnership L.P.Part 2 is being filed by the following reporting persons: Accel IV L.P., Accel IV Associates L.P., Accel Keiretsu L.P., Accel Partners & Co. Inc., Accel Investors '94 L.P.,James W. Breyer, Homestake Partners L.P., Luke Evnin, and Eugene D. Hill III.

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.
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