X0306 4 2014-03-13 1 0001065049 LEAP WIRELESS INTERNATIONAL INC LEAP 0001217902 LAPENTA ROBERT V C/O LEAP WIRELESS INTERNATIONAL, INC. 5887 COPLEY DRIVE SAN DIEGO CA 92111 1 0 0 0 Common Stock 2014-03-13 4 D 0 2476 15 D 0 D Deferred Stock Unit 2014-03-13 4 D 0 12987 15 D 2013-05-17 Common Stock 12987 18885 D Deferred Stock Unit 2014-03-13 4 D 0 18885 15 D 2014-06-06 Common Stock 18885 0 D Leap Wireless International, Inc. (the "Issuer") was acquired (the "Merger") pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement"), by and among the Issuer, AT&T Inc. ("AT&T"), Laser, Inc. and Mariner Acquisition Sub Inc., a wholly owned subsidiary of AT&T ("Merger Sub"). All shares of the Issuer's common stock, par value $0.0001 per share ("Common Stock"), held by the Reporting Person were exchanged for merger consideration consisting of (i) $15.00 in cash per share of Common Stock (the "Per Share Cash Merger Consideration"), and (ii) one non-transferable contingent value right (a "CVR"), without interest. Each CVR represents the right to a pro rata share of the proceeds, if any, resulting from the sale of the license granted to the Issuer by the Federal Communications Commission having the call sign WQJQ707. Each deferred stock unit represents the right to receive one share of Issuer Common Stock or cash equal to the market value of a share of Issuer Common Stock, at the Issuer's option, upon vesting. The deferred stock units originally vested in three equal annual installments beginning May 17, 2013. Pursuant to the Merger Agreement each stock unit, including all Issuer performance share units and deferred stock units (each such unit, a "Stock Unit"), whether vested or unvested, was cancelled in the Merger and converted into the right to receive, for each share covered by the Stock Unit (assuming target level of performance for any incomplete performance periods), (i) the Per Share Cash Merger Consideration, less any applicable withholding taxes, and (ii) one CVR. The deferred stock units originally vested in three equal annual installments beginning June 6, 2014. By: Barbara J. Olson, Attorney-in-Fact For: Robert V. LaPenta 2014-03-17