Sec Form 4 Filing - WADE JAMES F @ METROPCS COMMUNICATIONS INC - 2007-04-24

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 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 WADE JAMES F 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) 8144 WALNUT HILL LANE, SUITE 800 3. Date of Earliest Transaction (MM/DD/YY) 04/24/2007 (Street) DALLAS, TX752007 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (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 04/24/2007 C 653,868 A $ 0 ( 1 ) 653,868 ( 2 ) I By Chestnut Venture Partners LP ( 2 ) Common Stock 04/24/2007 S 65,388 D $ 23 588,480 ( 2 ) I By Chestnut Venture Partners LP ( 2 ) Common Stock 04/24/2007 C 3,017,591 A $ 0 ( 1 ) 3,017,591 ( 2 ) I By M/C Venture Investors, L.L.C. ( 2 ) Common Stock 04/24/2007 S 301,758 D $ 23 2,715,833 ( 2 ) I By M/C Venture Investors, L.L.C. ( 2 ) Common Stock 04/24/2007 C 7,059,886 A $ 0 ( 1 ) 7,065,352 ( 2 ) I By M/C Venture Partners IV L.P. ( 2 ) Common Stock 04/24/2007 S 706,287 D $ 23 6,359,065 ( 2 ) I By M/C Venture Partners IV L.P. ( 2 ) Common Stock 04/24/2007 C 16,729,059 A $ 0 ( 1 ) 16,741,932 ( 2 ) I By M/C Venture Partners V L.P. ( 2 ) Common Stock 04/24/2007 S 1,673,604 D $ 23 15,068,328 ( 2 ) I By M/C Venture Partners V L.P. ( 2 )

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 $ 0 ( 1 ) 04/24/2007 C 15,808 ( 1 ) ( 3 ) ( 3 ) Common Stock 653,868 $ 0 ( 1 ) 0 I By Chestnut Venture Partners LP ( 2 ) Series D Convertible Preferred Stock $ 0 ( 1 ) 04/24/2007 C 72,998 ( 1 ) ( 3 ) ( 3 ) Common Stock 3,017,591 $ 0 ( 1 ) 0 I By M/C Venture Investors, L.L.C. ( 2 ) Series D Convertible Preferred Stock $ 0 ( 1 ) 04/24/2007 C 170,680 ( 1 ) ( 3 ) ( 3 ) Common Stock 7,059,886 $ 0 ( 1 ) 0 I By M/C Venture Partners IV L.P. ( 2 ) Series D Convertible Preferred Stock $ 0 ( 1 ) 04/24/2007 C 404,594 ( 1 ) ( 3 ) ( 3 ) Common Stock 16,729,059 $ 0 ( 1 ) 0 I By M/C Venture Partners V L.P. ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WADE JAMES F 8144 WALNUT HILL LANE, SUITE 800 DALLAS, TX752007 X Signatures /s/ James F. Wade 04/26/2007 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares of Series D Convertible Preferred Stock (the "Series D Preferred Stock") converted, along with any accrued but unpaid dividends thereon, into common stock of MetroPCS Communications, Inc. (the "Company"). Each share of Series D Preferred Stock represented an original investment of $100 which, with the accrued but unpaid dividends thereon, was converted to the Company's common stock at the rate of approximately $3.13 per share of common stock. ( 2 )All shares of the Issuer attributed to Mr. Wade are owned directly by M/C Venture Investors, LLC, M/C Venture Partners IV, LP, M/C Venture Partners V, LP, and Chestnut Venture Partners LP, with which Mr. Wade is affiliated and may be deemed to be a member of a "group" (hereinafter referred to as M/C Venture Partners, et al) under Section 13d-3 of the Securities Exchange Act of 1934, as amended and may be deemed to share voting and/or investment power with respect to the shares owned by such entities. Mr. Wade disclaims beneficial ownership of such shares, except to the extent of his interest in such shares arising from his interests in M/C Venture Partners, et al. ( 3 )The Series D Preferred Stock had been automatically convert ible upon (i) completion of a Qualified Public Offering (as defined in the Securities Purchase Agreement, as amended); (ii) the Common Stock trading on a national securities exchange for a period of 30 consecutive trading dates above a price that implies a market valuation of the Series D Preferred Stock in excess of twice the initial purchase price of the Series D Preferred Stock; or (iii) the date specified by the holders of two-thirds of the initial purchase price of the Series D Preferred Stock. If not previously converted, the Company was required to redeem all outstanding shares of Series D Preferred Stock on July 17, 2015, at the liquidation value plus accrued but unpaid dividends.

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