Specimen of Common Stock Certificate




 EXHIBIT 4.1 
  


					
	 COMMON STOCK
	 	 	 	COMMON STOCK
			
	 NUMBER
	 	 	 	SHARES

  
 METROPCS
COMMUNICATIONS, INC. 
  
 INCORPORATED UNDER THE LAWS OF THE
STATE OF DELAWARE 
  

					
	 	 	 	 	SEE REVERSE FOR CERTAIN DEFINITION
SAND RESTRICTIONS
CUSIP 591708 10 2

  
 THIS CERTIFIES THAT

  
 is the owner of 
  
 FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, PAR VALUE $0.0001 PER
SHARE, OF 
 METROPCS COMMUNICATIONS, INC. 
  

transferable on the books of the Corporation by the holder hereof, in person or by duly authorized attorney, upon surrender of this Certificate properly endorsed. This
Certificate and the shares represented hereby are issued and shall be subject to all of the provisions of the Amended and Restated Certificate of Incorporation and Bylaws of the Corporation and all amendments thereto, copies of which are on file
with the Corporation and the Transfer Agent, to all of which the holder by acceptance hereof assents. This certificate is not valid until countersigned and registered by the Transfer Agent and registered by the Registrar. 
  
 WITNESS the facsimile seal of the Corporation and the facsimile signatures of
its duly authorized officers. 
  
 Dated:

  

			
	
 Secretary
	 	
 President and Chief Executive Officer


  

	
	  
 Countersigned and Registered:
  
 Mellon Investor Services
  
 Transfer Agent and Registrar
  
  

 Authorized Signature











 METROPCS COMMUNICATIONS, INC. 
  
 THE ISSUER IS AUTHORIZED BY ITS CERTIFICATE OF INCORPORATION TO ISSUE SHARES OF MORE THAN ONE CLASS. THE ISSUER WILL FURNISH
WITHOUT CHARGE TO ANY STOCKHOLDER, ON WRITTEN REQUEST, A STATEMENT OF THE DESIGNATIONS, PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF THE SHARES OF EACH CLASS OF SHARES WHICH THE ISSUER IS AUTHORIZED TO ISSUE AND, IN ADDITION, SUCH A STATEMENT IS
ON FILE IN THE OFFICE OF THE SECRETARY OF STATE OF THE ISSUER’S STATE OF INCORPORATION. 
  
 The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: 
  

															
	 TEN COM
	  	—	  	as tenants in common	  	UNIF TRAN MIN ACT	  	—	  	  

	 	Custodian	  	  


	 	  	 	  	 	  	 	  	 	  	(Cust)	 	 	  	(Minor)
	 TEN ENT
	  	—	  	as tenants by the entireties	  	 	  	 	  	 	 	 	  	 
	 JT TEN
	  	—	  	 as joint tenants with right of
 survivorship and not as
tenants in
 common
	  	 	  	 	  	under Uniform Transfers to Minors Act  


	 	  	 	  	 	  	 	  	 	  	(State)

 Additional abbreviations may also be used though not in the above list 
  
 FOR VALUE RECEIVED,
                                 hereby sell, assign and transfer unto

  
 PLEASE INSERT SOCIAL SECURITY OR OTHER

 IDENTIFYING NUMBER OF ASSIGNEE 

	
	

	 
	


  
  
  
  

 (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) 
  
  

  
  

  
  

 shares of the Common Stock evidenced by
this Certificate, and do hereby irrevocably constitute and appoint 
  
  

 Attorney to transfer the said shares on the books of within-named Corporation with full power of
substitution. 
  
 Dated
                                 
  

			
	 	 	  


	 	 	Signature
		
	 	 	  


	 	 	Signature
		
	NOTICE:	 	THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME OF THE STOCKHOLDER(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY
CHANGE WHATEVER.