SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ET HOLDINGS LLC

(Last)

(First)

(Middle)

1250 FOURTH STREET

(Street)

SANTA MONICA

90401

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LEAPFROG ENTERPRISES INC [ LF ]

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

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		See Footnotes (6) (7) (8)

3. Date of Earliest Transaction (Month/Day/Year)
11/30/2010

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

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock, $.0001 par value	11/30/2010		C		300,000	A	⁽¹⁾	300,000	D⁽²⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾
Class A Common Stock, $.0001 par value	11/30/2010		S		300,000	D	$5.75	0	D⁽²⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾
Class A Common Stock, $.0001 par value	12/01/2010		C		100,000	A	⁽¹⁾	100,000	D⁽²⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾
Class A Common Stock, $.0001 par value	12/01/2010		S		100,000	D	$5.8	0	D⁽²⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾
Class A Common Stock, $.0001 par value	12/02/2010		C		250,000	A	⁽¹⁾	250,000	D⁽²⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾
Class A Common Stock, $.0001 par value	12/02/2010		S		250,000	D	$5.8	0	D⁽²⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾
Class A Common Stock, $.0001 par value								315,137	I⁽³⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾	By Lowell J. Milken
Class A Common Stock, $.0001 par value								601,789	I⁽⁴⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾	By Michael R. Milken

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock, $.0001 par value	⁽¹⁾	11/30/2010		C			300,000	⁽¹⁾	⁽¹⁾	Class A Common Stock, $.0001 par value	300,000	⁽¹⁾	1,036,216	D⁽²⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾
Class B Common Stock, $.0001 par value	⁽¹⁾	12/01/2010		C			100,000	⁽¹⁾	⁽¹⁾	Class A Common Stock, $.0001 par value	100,000	⁽¹⁾	936,216	D⁽²⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾
Class B Common Stock, $.0001 par value	⁽¹⁾	12/02/2010		C			250,000	⁽¹⁾	⁽¹⁾	Class A Common Stock, $.0001 par value	250,000	⁽¹⁾	686,216	D⁽²⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾
Class B Common Stock, $.0001 par value	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock, $.0001 par value	521,335		521,335	I⁽³⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾	By Lowell J. Milken
Class B Common Stock, $.0001 par value	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock, $.0001 par value	5,039,937		5,039,937	I⁽⁴⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾	By Michael R. Milken
Class B Common Stock, $.0001 par value	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock, $.0001 par value	11,579		11,579	I⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾	By Hampstead Associates, L.L.C.

1. Name and Address of Reporting Person^*

ET HOLDINGS LLC

(Last)

(First)

(Middle)

1250 FOURTH STREET

(Street)

SANTA MONICA

90401

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		See Footnotes (6) (7) (8)

1. Name and Address of Reporting Person^*

HAMPSTEAD ASSOCIATES LLC

(Last)

(First)

(Middle)

1250 FOURTH STREET

(Street)

SANTA MONICA

90401

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		See Footnotes (6) (7) (8)

1. Name and Address of Reporting Person^*

Knowledge Universe LLC

(Last)

(First)

(Middle)

1250 FOURTH STREET

(Street)

SANTA MONICA

90401

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		See Footnotes (6) (7) (8)

1. Name and Address of Reporting Person^*

MILKEN LOWELL J

(Last)

(First)

(Middle)

1250 FOURTH STREET

(Street)

SANTA MONICA

90401

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		See Footnotes (6) (7) (8)

1. Name and Address of Reporting Person^*

MILKEN MICHAEL R

(Last)

(First)

(Middle)

1250 FOURTH STREET

(Street)

SANTA MONICA

90401

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Class B Common Stock is convertible into Class A Common Stock at any time on a one-for-one basis and has no expiration date.

2. These shares are held of record by ET Holdings L.L.C., a Delaware limited liability company ("ET Holdings").

3. These shares are held of record by Lowell J. Milken.

4. These shares are held of record by Michael R. Milken.

5. These shares are held of record by Hampstead Associates, L.L.C., a Delaware limited liability company ("Hampstead").

6. Hampstead is the sole manager and the sole member of ET Holdings, and in such capacities may be deemed to have the power to direct the voting and disposition of, and to share beneficial ownership of, any securities owned of record by ET Holdings. Knowledge Universe LLC, a California limited liability company (formerly known as Ridgeview Associates, L.L.C.) ("KU"), is the manager and a member of Hampstead, and in such capacities may be deemed to have the power to direct the voting and disposition of, and to share beneficial ownership of, any securities owned of record by Hampstead. [Continued in Footnote 7]

7. Messrs. Michael R. Milken and Lowell J. Milken may each be deemed to be a controlling person of each of Hampstead and KU, and in such capacities may be deemed to have the power to direct the voting and disposition of, and to share beneficial ownership of, any securities owned of record, or beneficially owned, by each of ET Holdings, Hampstead and KU, but each disclaims such beneficial ownership except to the extent of his pecuniary interest therein.

8. ET Holdings, Hampstead, KU, Michael R. Milken and Lowell J. Milken may be deemed to be a group. Each of ET Holdings, Hampstead, KU and Messrs. Michael R. Milken and Lowell J. Milken disclaims such group membership. The filing of this statement shall not be deemed an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934, or otherwise, that any one of ET Holdings, Hampstead, KU, Michael R. Milken or Lowell J. Milken is the beneficial owner of equity securities covered by this statement or any other statement that are beneficially owned, directly or indirectly, by any other person.

	/s/ Stanley E. Maron, Secretary of ET HOLDINGS, L.L.C.	12/02/2010
	/s/ Stanley E. Maron, Secretary of HAMPSTEAD ASSOCIATES, L.L.C.	12/02/2010
	/s/ Stanley E. Maron, Secretary of KNOWLEDGE UNIVERSE LLC	12/02/2010
	/s/ Lowell J. Milken	12/02/2010
	/s/ Michael R. Milken	12/02/2010
	** 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).
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