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^*

Corvina Holdings LTD

(Last)

(First)

(Middle)

LA MOTTE CHAMBERS

(Street)

ST HELIER

JE1 1BJ

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Virgin Mobile USA, Inc. [ VM ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/16/2007

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⁽⁴⁾	10/16/2007		A⁽⁴⁾		15,999	A	⁽⁴⁾	15,999	I	See Footnote⁽⁴⁾
Class A Common Stock	10/16/2007		C⁽⁵⁾		22,791,533	A	⁽⁵⁾	22,791,533	D
Class A Common Stock	10/16/2007		C⁽⁵⁾		228	A	⁽⁵⁾	228	I	Owned by Cortaire Limited⁽¹⁾⁽²⁾⁽³⁾

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 A Units of Virgin Mobile USA, LLC⁽⁵⁾	⁽⁵⁾	10/16/2007		C⁽⁵⁾			1⁽⁵⁾	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	22,906,366	⁽⁵⁾	0	D
Class A Units of Virgin Mobile USA, LLC⁽⁵⁾	⁽⁵⁾	10/16/2007		C⁽⁵⁾			1⁽⁵⁾	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	228	⁽⁵⁾	0	I	Owned by Cortaire Limited⁽¹⁾⁽²⁾⁽³⁾
Class C Common Stock	⁽⁷⁾	10/16/2007		C⁽⁵⁾		115,602		⁽⁶⁾	⁽⁶⁾	Class A Common Stock	115,602	⁽⁵⁾	115,602	D
Class C Common Stock	⁽⁷⁾	10/16/2007		C⁽⁵⁾		1		⁽⁶⁾	⁽⁶⁾	Class A Common Stock	1	⁽⁵⁾	1	I	Owned by Cortaire Limited⁽¹⁾⁽²⁾⁽³⁾
Contractual obligation (obligation to sell)⁽⁸⁾	$7.37	10/16/2007		C⁽⁸⁾			1⁽⁸⁾	03/19/2007	07/05/2015	Class A Common Stock	73,390	⁽⁸⁾	0	D
Option to Purchase Class A Common Stock (obligation to sell)⁽⁸⁾	$7.37	10/16/2007		C⁽⁸⁾		73,390		03/19/2007	07/05/2015	Class A Common Stock	73,390	⁽⁸⁾	73,390	D
Contractual obligation (obligation to sell)⁽⁸⁾	$20.93	10/16/2007		C⁽⁸⁾			1⁽⁸⁾	03/19/2007	12/20/2015	Class A Common Stock	54,421	⁽⁸⁾	0	D
Option to Purchase Class A Common Stock (obligation to sell)⁽⁸⁾	$20.93	10/16/2007		C⁽⁸⁾		54,421		03/19/2007	12/20/2015	Class A Common Stock	54,421	⁽⁸⁾	54,421	D

1. Name and Address of Reporting Person^*

Corvina Holdings LTD

(Last)

(First)

(Middle)

LA MOTTE CHAMBERS

(Street)

ST HELIER

JE1 1BJ

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Cortaire LTD

(Last)

(First)

(Middle)

LA MOTTE CHAMBERS

(Street)

ST. HELIER

JE1 1BJ

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Gamay Holdings LTD

(Last)

(First)

(Middle)

LA MOTTE CHAMBERS

(Street)

ST. HELIER

JE1 1BJ

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Virgin Group Holdings LTD

(Last)

(First)

(Middle)

LA MOTTE CHAMBERS

(Street)

ST. HELIER

JE1 1BJ

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Branson Sir Richard

(Last)

(First)

(Middle)

THE VALLEY, VIRGIN GORDA

(Street)

NECKER ISLAND

28036

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Cougar Investments LTD

(Last)

(First)

(Middle)

ST. PAUL'S GATE

NEW STREET

(Street)

ST. HELIER

JE4 8YP

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Plough Investments LTD

(Last)

(First)

(Middle)

ST. PAUL'S GATE

NEW STREET

(Street)

ST. HELIER

JE4 8YP

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Deutsche Bank Trustee Services (Guernsey) LTD

(Last)

(First)

(Middle)

LEFEBVRE COURT

LEFEBVRE STREET

(Street)

ST PETER PORT, GUERNSEY

GY16EJ

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

RBC TRUSTEE (C.I.) LTD

(Last)

(First)

(Middle)

LA MOTTE CHAMBERS

(Street)

ST HELIER

JE1 1BJ

(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. This Statement on Form 4 is filed jointly by (i) Corvina Holdings Limited ("Corvina"), (ii) Cortaire Limited ("Cortaire"), (iii) Gamay Holdings Limited ("Gamay"), (iv) Virgin Group Holdings Limited ("VGHL"), (v) Sir Richard Branson, (vi) Cougar Investments Limited ("Cougar"), (vii) Plough Investments Limited ("Plough"), (viii) Deutsche Bank Trustee Services (Guernsey) Limited ("DBTSGL"), solely in its capacity as trustee on behalf of the Virgo Trust, The Libra Trust, the Jupiter Trust, the Mars Trust, the Venus Trust, the Leo Trust and The Gemini Trust (such trusts collectively referred to as the "DB Trusts"), and (ix) RBC Trustees (C.I.) Limited ("RBC Trustees"), solely in its capacity as trustee on behalf of The Aquarius Trust, The Aries Trust, the Capricorn Trust, The Pisces Trust and The Saturn Trust (such trusts collectively referred to as the "RBC Trusts"). (Continued to footnote 2)

2. Cortaire is a wholly-owned subsidiary of Corvina. Corvina is held as to approximately 87% by VGHL. The remaining 13% of Corvina is owned jointly by Gamay and certain senior executives of the Virgin Group. Gamay is a wholly owned subsidiary of VGHL. VGHL is jointly owned by Sir Richard Branson, Cougar, Plough, the DB Trusts and the RBC Trusts. The principal beneficiaries of the DB Trusts and the RBC Trusts are Sir Richard Branson and certain members of his family. (Continued to footnote 3).

3. Each reporting person other than Corvina disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein and the inclusion of the securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or any other purpose.

4. Represents grants of an aggregate of 15,999 Restricted Stock Units to directors of Virgin Mobile USA, Inc. who are employed by the Virgin Group in connection with Virgin Mobile USA, Inc.'s regular director compensation arrangements. The reporting persons other than Cortaire may have a beneficial ownership interest in such Restricted Stock Units pursuant to arrangements between the Virgin Group and such directors. Each reporting person disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein and the inclusion of the securities in this report shall not be deemed an admission of beneficial ownership of all of such securities for purposes of Section 16 or any other purpose. The Restricted Stock Units vest 25% on October 10, 2008, 25% on October 10, 2009, 25% on October 10, 2010 and 25% on October 10, 2011.

5. Class A Units of Virgin Mobile USA, LLC were exchanged for shares of Class A Common Stock and Class C Common Stock of Virgin Mobile USA, Inc. ("Class A Common Stock" and "Class C Common Stock", respectively) pursuant to the Reorganization and Purchase Agreement, dated as of October 10, 2007, by and among the Virgin Mobile USA, Inc., Virgin Mobile USA, LLC and other parties thereto (the "Reorganization Agreement").

6. Not applicable.

7. Shares of Class C Common Stock are convertible into shares of Class A Common Stock at any time.

8. Two executives of the Virgin Group have contractual rights that, following the reorganization pursuant to the Reorganization Agreement, entitled the executives to purchase from Corvina an aggregate of 125,011 shares of Class A Common Stock subject to adjustment, at $7.37 and $20.93 per share, respectively.

	/s/ Nathan Marinoff, Authorized Signatory for Corvina Holdings Limited	10/18/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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