Statement of Changes of Beneficial Ownership


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
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Expires: February 28, 2011
Estimated average burden
hours per response...
0.5
                      
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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Elevation Partners, L.P.
2. Issuer Name and Ticker or Trading Symbol

PALM INC [ PALM ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

2800 SAND HILL ROAD, SUITE 160
3. Date of Earliest Transaction (MM/DD/YYYY)

9/22/2009
(Street)

MENLO PARK, CA 94025
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   (1) (2) (4) 9/22/2009     P (5)    2153200   A $16.25   10316700   D   (6)  
Common Stock   (1) (3) (4) 9/22/2009     P (5)    646   A $16.25   3812   I   See footnote   (7)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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

Explanation of Responses:
( 1)  This Form 4 is filed on behalf of a group consisting of Elevation Partners, L.P. ("Elevation Partners"), Elevation Associates, L.P. ("Elevation GP"), Elevation Associates, LLC ("Elevation LLC"), Elevation Employee Side Fund, LLC ("Side Fund"), Elevation Management, LLC ("Elevation Management"), Mr. Marc Bodnick, Mr. Paul Hewson and Mr. Bret Pearlman. Elevation GP is the sole general partner of Elevation Partners, and Elevation LLC is the sole general partner of Elevation GP. Elevation Management is the sole managing member of Side Fund. Messrs. Bodnick, Hewson and Pearlman are managers of each of Elevation LLC and Elevation Management, as are Mr. Fred Anderson and Mr. Roger McNamee, who are filing Forms 4 separately. Each of the Reporting Persons may be deemed to be a director by deputization of the Issuer.
( 2)  As the sole general partner of Elevation Partners, Elevation GP may be deemed to be the indirect beneficial owner of such securities under Rule 16a-1(a)(2) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). However, pursuant to Rule 16a-1(a)(4) promulgated under the Exchange Act, Elevation GP disclaims beneficial ownership of such securities, except to the extent of its pecuniary interest. As the sole general partner of Elevation GP, Elevation LLC may be deemed to be the indirect beneficial owner of such securities under Rule 16a-1(a)(2) promulgated under the Exchange Act. However, pursuant to Rule 16a-1(a)(4) promulgated under the Exchange Act, Elevation LLC disclaims beneficial ownership of such securities, except to the extent of its pecuniary interest.
( 3)  As the sole managing member of Side Fund, Elevation Management may be deemed to be the indirect beneficial owner of such securities under Rule 16a-1(a)(2) promulgated under the Exchange Act. However, pursuant to Rule 16a-1(a)(4) promulgated under the Exchange Act, Elevation Management disclaims beneficial ownership of such securities, except to the extent of its pecuniary interest.
( 4)  As managers of each of Elevation LLC and Elevation Management, Messrs. Bodnick, Hewson and Pearlman may be deemed to be the indirect beneficial owner of such securities under Rule 16a-1(a)(2) promulgated under the Exchange Act. However, pursuant to Rule 16a-1(a)(4) promulgated under the Exchange Act, each of Messrs. Bodnick, Hewson and Pearlman disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest.
( 5)  Elevation Partners and Side Fund, as applicable, purchased these shares of common stock, par value $0.001 per share, of the Issuer ("Common Stock") from the underwriters in a underwritten secondary offering of Common Stock.
( 6)  These securities are directly owned by Elevation Partners. Elevation GP, Elevation LLC and Messrs. Bodnick, Hewson and Pearlman may have indirect beneficial ownership of these shares. See Footnotes 1, 2 and 4.
( 7)  These securities are directly owned by Side Fund. Elevation Management and Messrs. Bodnick, Hewson and Pearlman may have indirect beneficial ownership of these securities. See Footnotes 1, 3 and 4.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Elevation Partners, L.P.
2800 SAND HILL ROAD
SUITE 160
MENLO PARK, CA 94025
X X

Elevation Associates, L.P.
2800 SAND HILL ROAD
SUITE 160
MENLO PARK, CA 94025

X

Elevation Associates, LLC
2800 SAND HILL ROAD
SUITE 160
MENLO PARK, CA 94025

X

Elevation Employee Side Fund, LLC
2800 SAND HILL ROAD
SUITE 160
MENLO PARK, CA 94025

X

Elevation Management, LLC
2800 SAND HILL ROAD
SUITE 160
MENLO PARK, CA 94025

X

Bodnick Marc
2800 SAND HILL ROAD
SUITE 160
MENLO PARK, CA 94025

X

Hewson Paul
2800 SAND HILL ROAD
SUITE 160
MENLO PARK, CA 94025

X

PEARLMAN BRET D
2800 SAND HILL ROAD
SUITE 160
MENLO PARK, CA 94025

X


Signatures
/*/ Tracy Hogan, Attorney-in-Fact 9/23/2009
** Signature of Reporting Person Date


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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Exhibit 99.1
Joint Filer Information
Form 4
     
Designated Filer:
  Elevation Partners, L.P.
 
   
Other Joint Filers:
  Elevation Associates, L.P., Elevation Associates, LLC, Elevation Employee Side Fund, LLC, Elevation Management, LLC, Marc Bodnick, Paul Hewson, and Bret Pearlman
 
   
Addresses:
  The principal business address of each of the joint filers listed above is 2800 Sand Hill Road, Suite 160, Menlo Park, CA 94025.
 
   
Date of Event Requiring Statement:
  September 22, 2009
 
   
Issuer Name and Ticker or Trading Symbol:
  Palm, Inc. [PALM]
 
   
Signatures:
   
         
  ELEVATION ASSOCIATES, L.P.
 
 
  By:   Elevation Associates, LLC,    
    as General Partner   
     
  By:   /s/ Fred Anderson  
    Name:   Fred Anderson    
    Title:   Manager   
 
  ELEVATION ASSOCIATES, LLC
 
 
  By:   /s/ Fred Anderson  
    Name:   Fred Anderson    
    Title:   Manager   
         
  ELEVATION EMPLOYEE SIDE FUND, LLC
 
 
  By:   Elevation Management, LLC,    
    as Managing Member   
     
  By:   /s/ Fred Anderson  
    Name:   Fred Anderson    
    Title:   Manager   
 
  ELEVATION MANAGEMENT, LLC
 
 
  By:   *    
    Name:   Fred Anderson   
    Title:   Manager   
 
 
  *    
  Marc Bodnick   
     
 
  *    
  Paul Hewson   
 
     
  *    
  Bret Pearlman   
     
     
  * /s/ Tracy Hogan    
  Attorney-in-Fact for Reporting Persons   
  pursuant to Power of Attorney   
 
Date: September 23, 2009