T-Mobile US, Inc. — Major Shareholding Notification 2012

Feb 14, 2012

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

MetroPCS Communications, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

591708102

(CUSIP Number)

December 31, 2011

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

• The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 591708102

| 1. — 2. | NAMES OF REPORTING PERSONS TA IX L.P. TA Atlantic and Pacific V L.P. TA/Atlantic and Pacific IV L.P. TA Strategic Partners Fund A L.P. TA Strategic Partners Fund B L.P. TA Investors
II L.P. — CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (see instructions) (a) x (b) ¨ | | |
| --- | --- | --- | --- |
| 3. | SEC USE ONLY | | |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION TA IX L.P. TA Atlantic and Pacific V L.P. TA/Atlantic and Pacific IV L.P. TA Strategic
Partners Fund A L.P. TA Strategic Partners Fund B L.P. TA Investors II L.P. | | Delaware Delaware Delaware Delaware Delaware Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER TA IX L.P. TA Atlantic and Pacific V L.P. TA/Atlantic and Pacific IV L.P. TA Strategic
Partners Fund A L.P. TA Strategic Partners Fund B L.P. TA Investors II L.P. | 3,183,070 1,472,593 282,948 65,784 11,884 86,402 |
| | 6. | SHARED VOTING POWER None | |
| | 7. | SOLE DISPOSITIVE POWER TA IX L.P. TA Atlantic and Pacific V L.P. TA/Atlantic and Pacific IV L.P. TA Strategic
Partners Fund A L.P. TA Strategic Partners Fund B L.P. TA Investors II L.P. | 3,183,070 1,472,593 282,948 65,784 11,884 86,402 |
| | 8. | SHARED DISPOSITIVE POWER None | |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON | | |
| | TA IX L.P. TA Atlantic and Pacific V L.P. TA/Atlantic and Pacific IV L.P. TA Strategic
Partners Fund A L.P. TA Strategic Partners Fund B L.P. TA Investors II L.P. | | 3,183,070 1,472,593 282,948 65,784 11,884 86,402 |
| 10. | CHECK IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ¨ | | |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | |
| | TA IX L.P. TA Atlantic and Pacific V L.P. TA/Atlantic and Pacific IV L.P. TA Strategic
Partners Fund A L.P. TA Strategic Partners Fund B L.P. TA Investors II L.P. | | 0.88% 0.41% 0.08% 0.02% 0.00% 0.02% |
| 12. | TYPE OF REPORTING PERSON (see
instructions) Six Limited
Partnerships | | |

CUSIP No. 591708102

Item 1.	(a)	Name of Issuer
		MetroPCS Communications, Inc.
	(b)	Address of Issuer’s Principal Executive Offices
		2250 Lakeside Boulevard Richardson, TX 75082
Item 2.	(a)	Name of Person Filing
		TA IX L.P. TA
Atlantic and Pacific V L.P. TA/Atlantic and Pacific IV L.P. TA Strategic Partners Fund A L.P. TA Strategic Partners Fund B L.P. TA Investors II L.P.
	(b)	Address of the Principal Office or, if none, Residence
		c/o TA Associates, Inc. John Hancock Tower 200 Clarendon Street,
56 th Floor Boston, MA 02116
	(c)	Citizenship
		Not Applicable
	(d)	Title of Class of Securities
		Common Stock, par value $0.0001 per share
	(e)	CUSIP Number
		591708102
Item 3.	If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
	(a)	¨	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
	(b)	¨	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
	(c)	¨	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
	(d)	¨	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
	(e)	¨	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
	(f)	¨	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
	(g)	¨	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
	(h)	¨	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	¨	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3);
	(j)	¨	A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
	(k)	¨	Group, in accordance with §240.13d-1(b)(1)(ii)(K).
	Not Applicable

CUSIP No. 591708102

Item 4.	Ownership.
	Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
	(a)	Amount beneficially owned:
		TA IX L.P. TA
Atlantic and Pacific V L.P. TA/Atlantic and Pacific IV L.P. TA Strategic Partners Fund A L.P. TA Strategic Partners Fund B L.P. TA Investors II L.P.		3,183,070 1,472,593 282,948 65,784 11,884 86,402
	(b)	Percent of class:
		TA IX L.P. TA
Atlantic and Pacific V L.P. TA/Atlantic and Pacific IV L.P. TA Strategic Partners Fund A L.P. TA Strategic Partners Fund B L.P. TA Investors II L.P.		0.88% 0.41% 0.08% 0.02% 0.00% 0.02%
	(c)	Number of shares as to which the person has:
		(i)	Sole power to vote or to direct the vote.
			TA IX L.P. TA Atlantic and
Pacific V L.P. TA/Atlantic and Pacific IV L.P. TA Strategic Partners Fund A L.P. TA Strategic Partners Fund B L.P. TA Investors II L.P.	3,183,070 1,472,593 282,948 65,784 11,884 86,402
		(ii)	Shared power to vote or to direct the vote.
			None
		(iii)	Sole power to dispose or to direct the disposition of.
			TA IX L.P. TA Atlantic and
Pacific V L.P. TA/Atlantic and Pacific IV L.P. TA Strategic Partners Fund A L.P. TA Strategic Partners Fund B L.P. TA Investors II L.P.	3,183,070 1,472,593 282,948 65,784 11,884 86,402
		(iv)	Shared power to dispose or to direct the disposition of.
			None
Item 5.	Ownership of Five Percent or Less of a Class.
	If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent
of the class of securities, check the following x .
Item 6.	Ownership of More than Five Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	This schedule 13G is filed pursuant to Rule 13d-1 (d). For the agreement of the TA group members to a joint filing, see below.
Item 9.	Notice of Dissolution of Group.
	Not Applicable
Item 10.	Certification.
	Not Applicable

CUSIP No. 591708102

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Agreement for Joint Filing

TA IX L.P., TA Atlantic and Pacific V L.P., TA/Atlantic and Pacific IV L.P., TA Strategic Partners Fund A L.P., TA Strategic Partners Fund B L.P., and TA Investors II L.P., hereby agree that TA Associates shall file with the Securities and Exchange Commission a joint schedule 13G on behalf of the above-named parties concerning their beneficial ownership of MetroPCS Communications, Inc.

Dated: February 14, 2012

TA IX L.P.
By:	TA Associates IX LLC., its General Partner
By:	TA Associates, Inc., its Manager
By:	/S/ Thomas P. Alber
	Thomas P. Alber, Chief Financial Officer
TA Atlantic and Pacific V L.P.
By:	TA Associates AP V L.P., its General Partner
By:	TA Associates, Inc., its General Partner
By:	/S/ Thomas P. Alber
	Thomas P. Alber, Chief Financial Officer
TA/Atlantic and Pacific IV L.P.
By:	TA Associates AP IV L.P., its General Partner
By:	TA Associates, Inc., its General Partner
By:	/S/ Thomas P. Alber
	Thomas P. Alber, Chief Financial Officer
TA Strategic Partners Fund A L.P.
By:	TA Associates SPF L.P., its General Partner
By:	TA Associates, Inc., its General Partner
By:	/S/ Thomas P. Alber
	Thomas P. Alber, Chief Financial Officer
TA Strategic Partners Fund B L.P.
By:	TA Associates SPF L.P., its General Partner
By:	TA Associates, Inc., its General Partner
By:	/S/ Thomas P. Alber
	Thomas P. Alber, Chief Financial Officer
TA Investors II L.P.
By:	TA Associates, Inc., its General Partner
By:	/S/ Thomas P. Alber
	Thomas P. Alber, Chief Financial Officer