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^*

GALE ROBERT

(Last)

(First)

(Middle)

C/O VIRGIN MEDIA INC.

909 THIRD AVENUE, SUITE 2863

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
VIRGIN MEDIA INC. [ VMED ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VICE PRESIDENT - CONTROLLER

3. Date of Earliest Transaction (Month/Day/Year)
05/14/2008

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)

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)
Stock Option (Right To Buy)⁽¹⁾⁽²⁾	⁽³⁾	05/14/2008		A		764		⁽⁴⁾	⁽⁴⁾	Common Stock	⁽¹⁾⁽²⁾	$0	764	D

Explanation of Responses:

1. This option was granted to the Reporting Person pursuant to the Virgin Media Sharesave Plan (the "Sharesave Plan"), which was adopted by the Issuer's board of directors on February 21, 2008 following approval by our stockholders on May 16, 2007. With limited exceptions, the Sharesave Plan is generally available to all employees, and eligible employees were invited to enter into savings contracts under which they agree to have amounts ranging from (pound)5 to (pound)100 deducted from their net salary each month. These sums are held within special savings accounts that are operated by Yorkshire Building Society, an appointed independent savings carrier. (Continued in Footnote 2)

2. (Continued from Footnote 1) The savings (plus interest) can then be used by the participants to purchase shares of the Issuer at the option exercise price, which is equal to the mid market price of the Issuer's stock price per share as of April 16, 2008 discounted by 20% and expressed in pounds sterling. The shares subject to the option will be such number as can be bought at the exercise date. A participant may exercise his or her option during the period of six months from the maturity of his or her savings contract. If the participant does not want to exercise the option, which is generally not transferable, he or she can instead take his or her savings and tax-free bonus and allow his or her option to lapse.

3. The exercise price will be paid in pounds sterling, at (pound)4.92 per share. This exercise price is equal to the mid market price of the Issuer's stock price per share as of April 16, 2008 of $12.14, converted at the noon pounds sterling to dollar buying rate at April 16, 2008 of 1.9756 and discounted by 20%.

4. Subject to the Reporting Person completing the payment of 36 monthly contributions and the third anniversary of the start date having been reached, this option will become exercisable on July 1, 2011, and expire 6 months later.

	/s/ Robert C. Gale	05/15/2008
	** 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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