Edgar Filing: Global Cash Access Holdings, Inc.

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â SUMMIT PARTNERS L P

2. Date of Event Requiring Statement (Month/Day/Year)
09/22/2005

3. Issuer Name and Ticker or Trading Symbol
Global Cash Access Holdings, Inc. [GCA]

(Last)

(First)

(Middle)

222 BERKELEY STREET,Â 18TH FLOOR

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
Mang Mbr of GP of 10% Owner

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

BOSTON,Â MAÂ 02116

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 Beneficially Owned

1.Title of Security
(Instr. 4)

2. Amount of Securities Beneficially Owned
(Instr. 4)

3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)

4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Preferred Stock	09/22/2005	Â ⁽¹⁾	Common Stock	20,198,204	$ ⁽²⁾	I	See Footnotes ⁽²⁾ ⁽⁴⁾
Class B Preferred Stock	09/22/2005	Â ⁽¹⁾	Common Stock	4,842,604	$ ⁽³⁾	I	See Footnotes ⁽³⁾ ⁽⁴⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SUMMIT PARTNERS L P 222 BERKELEY STREET 18TH FLOOR BOSTON,Â MAÂ 02116	Â	Â	Â	Mang Mbr of GP of 10% Owner
SUMMIT PARTNERS VI GP LLC 222 BERKELEY STREET 18TH FLOOR BOSTON,Â MAÂ 02116	Â	Â	Â	Indirect GP of 10% Owner
SUMMIT PARTNERS VI GP LP 222 BERKELEY STREET 18TH FLOOR BOSTON,Â MAÂ 02116	Â	Â	Â	GP of 10% Owner

Signatures

Summit Partners, L.P., by Summit Master Company, LLC, Its General Partner, by Robin W. Devereux, Power of Attorney for Walter G. Kortschak, Member		09/22/2005
^**Signature of Reporting Person		Date
Summit Partners VI (GP), LLC, by Summit Partners, L.P., its General Partner, by Summit Master Company, LLC, its General Partner, by Robin W. Devereux, Power of Attorney for Walter G. Kortschak, Member		09/22/2005
^**Signature of Reporting Person		Date
Summit Partners VI (GP), L.P., by Summit Partners VI (GP), LLC, its General Partner, by Summit Partners L.P., its General Partner, by Summit Master Company, LLC, its General Partner, by Robin W. Devereux, Power of Attorney for Walter G. Kortschak, Member		09/22/2005
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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).
(1)	These securities are preferred stock of Global Cash Access Holdings, Inc. and do not have an expiration date. These securities will automatically convert into shares of common stock upon the consummation of Global Cash Access Holdings, Inc.'s initial public offering.
(2)	Represents 13,693,950 shares beneficially held by Summit Ventures VI-A, L.P., 5,710,923 shares beneficially held by Summit Ventures VI-B, L.P., 284,796 shares beneficially held by Summit VI Advisors Fund, L.P., 437,256 shares beneficially held by Summit VI Entrepreneurs Fund, L.P., and 71,279 shares beneficially held by Summit Investors VI, L.P. Each share of Class A Preferred Stock is convertible into one share of common stock.
(3)	Represents 3,283,182 shares beneficially held by Summit Ventures VI-A, L.P., 1,369,218 shares beneficially held by Summit Ventures VI-B, L.P., 68,281 shares beneficially held by Summit VI Advisors Fund, L.P., 104,834 shares beneficially held by Summit VI Entrepreneurs Fund, L.P., and 17,089 shares beneficially held by Summit Investors VI, L.P. Each share of Class B Preferred Stock is convertible into one share of common stock.
(4)	Summit Partners, L.P. is the managing member of Summit Partners VI (GP), LLC, which is the general partner of Summit Partners VI (GP), L.P., which is the general partner of each of Summit Ventures VI-A, L.P., Summit Ventures VI-B, L.P., Summit VI Advisors Fund, L.P., Summit VI Entrepreneurs Fund, L.P. and Summit Investors VI, L.P.
Â Remarks: SummitÂ Partners,Â L.P.Â isÂ theÂ managingÂ memberÂ ofÂ SummitÂ PartnersÂ VIÂ (GP),Â LLC,Â whichÂ isÂ theÂ generalÂ partnerÂ ofÂ SummitÂ PartnersÂ VIÂ (GP),Â L.P.,Â whichÂ isÂ theÂ generalÂ partnerÂ ofÂ eachÂ ofÂ SummitÂ VenturesÂ VI-A,Â L.P.,Â SummitÂ VenturesÂ VI-B,Â L.P.,Â SummitÂ VIÂ AdvisorsÂ Fund,Â L.P.,Â SummitÂ VIÂ EntrepreneursÂ Fund,Â L.P.Â andÂ SummitÂ InvestorsÂ VI,Â L.P.Â SummitÂ Partners,Â L.P.Â hasÂ votingÂ andÂ dispositiveÂ authorityÂ overÂ theÂ sharesÂ heldÂ byÂ eachÂ ofÂ theseÂ entitiesÂ and,Â therefore,Â mayÂ beneficiallyÂ ownÂ suchÂ shares.Â EachÂ ofÂ SummitÂ Partners,Â L.P.,Â SummitÂ PartnersÂ VIÂ (GP),Â LLC,Â SummitÂ PartnersÂ VIÂ (GP),Â L.P.Â andÂ SummitÂ MasterÂ Company,Â LLC,Â whichÂ isÂ theÂ generalÂ partnerÂ ofÂ SummitÂ Partners,Â L.P.,Â disclaimsÂ beneficialÂ ownershipÂ ofÂ suchÂ shares,Â exceptÂ toÂ theÂ extentÂ ofÂ itsÂ pecuniaryÂ interest.

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