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, SUITE 550

(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	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Joint Filer--see attached

3. Date of Earliest Transaction (Month/Day/Year)
04/26/2004

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

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

X	Form filed by One Reporting Person
	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 B Common Stock, $.0001 par value	04/26/2004		X⁽¹⁾		209,246	D	⁽²⁾	4,176,694⁽³⁾	D
Class B Common Stock, $.0001 par value								11,579⁽⁴⁾	D
Class B Common Stock, $.0001 par value								6,636,230⁽⁵⁾	D
Class B Common Stock, $.0001 par value								2,051,601⁽⁶⁾	D
Class B Common Stock, $.0001 par value								16,442,927⁽⁷⁾	D
Class B Common Stock, $.0001 par value								201,376⁽⁸⁾	I	Subsidiary
Class B Common Stock, $.0001 par value								196,199⁽⁹⁾	I	Subsidiary

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)
Call Option (obligation to sell Class B Common Stock)	⁽²⁾	04/26/2004		X⁽¹⁾			209,246	09/24/2000	12/31/2005	Class B Common Stock	209,246	⁽¹⁰⁾	0	D

Explanation of Responses:

1. Represents an exercise by Thomas J. Kalinske, Chief Executive Officer of LeapFrog Enterprises, Inc., of an option granted by Knowledge Kids, L.L.C. to purchase shares of Class B Common Stock held by Knowledge Kids, L.L.C.

2. Mr. Kalinske exercised the options with respect to 160,768 shares of Class B Common Stock at an exercise price of $3.46 per share and with respect to 48,478 shares of Class B Common Stock at an exercise price of $5.00 per share.

3. These securities are owned by ET Holdings, L.L.C.

4. These securities are owned by Hampstead Associates, L.L.C.

5. These securities are owned by Michael Milken.

6. These securities are owned by Lowell Milken.

7. These securities are owned by Mollusk Holdings, LLC.

8. These securities are owned by Knoweldge Universe, L.L.C.

9. These securities are owned by Knowledge Kids, L.L.C.

10. Pursuant to Instruction 4(c)(iii) to Form 4, this column 8 should be left blank.

Remarks:

	Stanley E. Maron	04/28/2004
	** 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.
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