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Ownership Document
|
| Schema Version: X0202 |
| Document Type: 3/A |
| Period of Report: 10/24/07 |
| Date of Original Submission: 10/25/07 |
| No Securities Owned: 0 |
| Issuer: |
| Issuer CIK: 1100389 |
| Issuer Name: PALM INC |
| Issuer Trading Symbol: PALM |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1211665 |
| | Owner Name: ANDERSON FRED D |
| Reporting Owner Address: |
| | Owner Street 1: 2800 SAND HILL ROAD |
| | Owner Street 2: SUITE 160 |
| | Owner City: MENLO PARK |
| | Owner State: CA |
| | Owner ZIP Code: 94025 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? Yes |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? Yes |
| | Other Text: See Remarks |
| Non-Derivative Table: |
| Derivative Table: |
| Derivative Holding: |
| | Security Title: |
| | | Value: Series B Conv. Preferred Stock, par value $0.001 per share |
| | Conversion or Exercise Price: |
| | | Value: 8.50 |
| | | Footnote ID: F3 |
| | Exercise Date: |
| | | Value: 10/24/07 |
| | Expiration Date: |
| | | Value: 10/24/14 |
| | | Footnote ID: F1 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock, par value $0.001 per share |
| | | Underlying Security Shares: |
| Value: 38,223,176 |
| Footnote ID: F2 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: See footnote |
| Footnote ID: F4 |
| Derivative Holding: |
| | Security Title: |
| | | Value: Series B Conv. Preferred Stock, par value $0.001 per share |
| | Conversion or Exercise Price: |
| | | Value: 8.50 |
| | | Footnote ID: F3 |
| | Exercise Date: |
| | | Value: 10/24/07 |
| | Expiration Date: |
| | | Value: 10/24/14 |
| | | Footnote ID: F1 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock, par value $0.001 per share |
| | | Underlying Security Shares: |
| Value: 12,118 |
| Footnote ID: F2 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: See footnote |
| Footnote ID: F5 |
| Footnotes: |
| Footnote - F1: The Series B Preferred Stock is mandatorily redeemable on the seventh anniversary of the original issuance date. The Series B Preferred Stock is also subject to earlier redemption, repurchase or mandatory conversion in accordance with the terms thereof. |
| Footnote - F2: This is the number of shares of common stock, par value $0.001 per share of Palm, Inc., issuable upon conversion of the Series B Preferred Stock as of the date of this filing. |
| Footnote - F3: Subject to anti-dilution adjustment pursuant to the terms of the Series B Preferred Stock. |
| Footnote - F4: These securities are directly owned by Elevation Partners, L.P. ("Elevation Partners"). Elevation Associates, L.P. ("Elevation GP") is the sole general partner of Elevation Partners, and Elevation Associates, LLC ("Elevation LLC") is the sole general partner of Elevation GP. Mr. Anderson is a manager of Elevation LLC. As manager of Elevation LLC, Mr. Anderson may be deemed to be the indirect beneficial owner of such shares under Rule 16a-1(a)(2) promulgated under the Exchange Act. However, pursuant to Rule 16a-1(a)(4) promulgated under the Exchange Act, Mr. Anderson disclaims that he is the beneficial owner of such shares, except to the extent of his pecuniary interest therein. |
| Footnote - F5: These securities are directly owned by Elevation Employee Side Fund, LLC ("Side Fund"). Elevation Management, LLC ("Elevation Management") is the sole managing member of Side Fund. Mr. Anderson is a manager of Elevation Management. As a manager of Elevation Management, Mr. Anderson may be deemed to be the indirect beneficial owner of such shares under Rule 16a-1(a)(2) promulgated under the Exchange Act. However, pursuant to Rule 16a-1(a)(4) promulgated under the Exchange Act, Mr. Anderson disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein. |
| Remarks: On October 25, 2007, a Form 3 was filed on behalf of the Reporting Person, erroneously reporting that he beneficially owned no securities of Palm, Inc. |
| Owner Signature: |
| Signature Name: /*/ Tracy Hogan, Attorney-in-Fact |
| Signature Date: 11/2/07 |
