X0303 5 2008-12-31 0 1 0001138951 LEAPFROG ENTERPRISES INC LF 0001263306 LAWRENCE INVESTMENTS LLC 101 YGNACIO VALLEY ROAD SUITE 310 WALNUT CREEK CA 94596-4061 0 0 1 0 0000901999 ELLISON LAWRENCE JOSEPH 500 ORACLE PARKWAY REDWOOD SHORES CA 94065 0 0 1 0 Class B Common Stock 2008-11-24 4 J 0 L 430811 0 D Class A Common Stock 430811 0 D Class B Common Stock Class A Common Stock 16154534 16154534 I By Mollusk Holdings, LLC One-for-one. Distribution to holders of profits interests. These shares were received on 11/24/2008 in a distribution from Mollusk Holdings, LLC, of which the reporting person is a member, without payment of consideration. The Class B Common Stock of the issuer is convertible at any time into an equal number of shares of Class A Common Stock. The conversion right has no expiration date. Takes into account shares of Class B Common Stock received by Mollusk Holdings, LLC in pro rata distributions without payment of consideration to its members by Knowledge Universe, LLC-related entities as follows: 12,702,502 shares on 04/29/2003, 11,580 shares on 03/23/2004, 3,728,845 shares on 04/02/2004 and 142,418 shares on 09/07/2005. The reporting persons disclaim beneficial ownership of these securities owned directly by Mollusk Holdings, LLC except to the extent of their pecuniary interests therein. Philip B. Simon, Member of Lawrence Investments, LLC 2009-02-17 Philip B. Simmon, attorney-in-fact for Mr. Ellison 2009-02-17