VIRGIN MEDIA INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

92769L101

(CUSIP Number)

December 31, 2012

(Date of Event Which Requires Filing of this Statement)

 

 

 

CUSIP No		92769L101
1.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Coatue Management, L.L.C.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
				(a)  [_]
				(b)  [X]
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.	SOLE VOTING POWER
	0
6.	SHARED VOTING POWER
	16,109,508
7.	SOLE DISPOSITIVE POWER
	0
8.	SHARED DISPOSITIVE POWER
	16,109,508
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	16,109,508
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
				[_]
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	6.0%
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   OO

CUSIP No		92769L101
1.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Coatue Offshore Master Fund, Ltd.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
				(a)  [_]
				(b)  [X]
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.	SOLE VOTING POWER
	0
6.	SHARED VOTING POWER
	16,109,508
7.	SOLE DISPOSITIVE POWER
	0
8.	SHARED DISPOSITIVE POWER
	16,109,508
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	16,109,508
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
				[_]
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	6.0%
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   CO

CUSIP No		92769L101
1.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Philippe Laffont
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
				(a)  [_]
				(b)  [X]
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION
	France
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.	SOLE VOTING POWER
	0
6.	SHARED VOTING POWER
	16,109,508
7.	SOLE DISPOSITIVE POWER
	0
8.	SHARED DISPOSITIVE POWER
	16,109,508
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	16,109,508
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
				[_]
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	6.0%
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   IN

CUSIP No		92769L101
Item 1.	(a).	Name of Issuer:
		VIRGIN MEDIA INC.

	(b).	Address of issuer's principal executive offices:
		909 Third Avenue, Suite 2863 New York, New York  10022

Item 2.	(a).	Name of person filing:
		Coatue Management, L.L.C. Philippe Laffont Coatue Offshore Master Fund, Ltd.

	(b).	Address of principal business office, or if none, residence:
		Coatue Management, L.L.C. 9 West 57th Street New York, New York 10019   Coatue Offshore Master Fund, Ltd. c/o Morgan Stanley Fund Services (Cayman) Ltd. P.O. Box 2681, Century Yard, 4th Floor Cricket Square, Hutchins Drive George Town, Grand Cayman KY1-1111 Cayman Islands   Philippe Laffont c/o Coatue Management, L.L.C. 9 West 57th Street
		New York, New York 10019

	(c).	Citizenship:
		Coatue Management, L.L.C. – Delaware limited liability company Coatue Offshore Master Fund, Ltd. – Cayman Islands exempted company Philippe Laffont – France citizen

	(d).	Title of class of securities:
		Common Stock, par value $0.01 per share

	(e).	CUSIP No.:
		92769L101

Item 3.

If This Statement is filed pursuant to §§.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a

(a)

[_]

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78c).

(b)

[_]

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

[_]

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

[_]

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)

[_]

An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f)

[_]

An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g)

[_]

A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G);

(h)

[_]

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);

(i)

[_]

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

[_]

A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);

(k)

[_]

Group, in accordance with §240.13d-1(b)(1)(ii)(K).  If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:

Item 4.	Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

	(a)	Amount beneficially owned:
		Coatue Management, L.L.C.: 16,109,508 Coatue Offshore Master Fund, Ltd.: 16,109,508 Philippe Laffont: 16,109,508

	(b)	Percent of class:
		Coatue Management, L.L.C.: 6.0% Coatue Offshore Master Fund, Ltd.: 6.0% Philippe Laffont: 6.0%

(c)

Number of shares as to which Coatue Management, L.L.C. has:

		(i)	Sole power to vote or to direct the vote	0		,
		(ii)	Shared power to vote or to direct the vote	16,109,508		,
		(iii)	Sole power to dispose or to direct the disposition of	0		,
		(iv)	Shared power to dispose or to direct the disposition of	16,109,508		.
	Number of shares as to which Coatue Offshore Master Fund, Ltd has:
		(i)	Sole power to vote or to direct the vote	0		,
		(ii)	Shared power to vote or to direct the vote	16,109,508		,
		(iii)	Sole power to dispose or to direct the disposition of	0		,
		(iv)	Shared power to dispose or to direct the disposition of	16,109,508		.

	Number of shares as to which Philippe Laffont has:
		(i)	Sole power to vote or to direct the vote	0		,
		(ii)	Shared power to vote or to direct the vote	16,109,508		,
		(iii)	Sole power to dispose or to direct the disposition of	0		,
		(iv)	Shared power to dispose or to direct the disposition of	16,109,508		.

Item 5.

Ownership of Five Percent or Less of a Class.

	If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [  ].

Item 6.

Ownership of More Than Five Percent on Behalf of Another Person.

	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified.  A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

	If a parent holding company or control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary.  If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.

Item 8.

Identification and Classification of Members of the Group.

	If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group.  If a group has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identity of each member of the group.

Item 9.

Notice of Dissolution of Group.

	Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity.  See Item 5.

Item 10.	Certification.
	(a)	The following certification shall be included if the statement is filed pursuant to §240.13d-1(b).

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

(b)

The following certification shall be included if the statement is filed pursuant to §240.13d-1(b)(1)(ii)(J), or if the statement is filed pursuant to §240.13d-1(b)(1)(ii)(K) and a member of the group is a non-U.S. institution eligible to file pursuant to §240.13d-1(b)(1)(ii)(J):

By signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to [insert particular category of institutional investor] is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s).  I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.

(c)

The following certification shall be included if the statement is filed pursuant to §240.13d-1(c):

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

	February 13, 2013
	Date
	COATUE MANAGEMENT, L.L.C.*
	By:  /s/ Philippe Laffont
	Name: Philippe Laffont
	Title: Managing Member
	COATUE OFFSHORE MASTER FUND, LTD.*
	By:  /s/ Philippe Laffont
	Name: Philippe Laffont
	Title: Director
	PHILIPPE LAFFONT*
	/s/ Philippe Laffont

 

 

 

 

 

 

 

	February 13, 2013
	Date
	COATUE MANAGEMENT, L.L.C.*
	By:  /s/ Philippe Laffont
	Name: Philippe Laffont
	Title: Managing Member
	COATUE OFFSHORE MASTER FUND, LTD.*
	By:  /s/ Philippe Laffont
	Name: Philippe Laffont
	Title: Director
	PHILIPPE LAFFONT*
	/s/ Philippe Laffont