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^*

BUTTERY PAUL

(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)
	CHIEF CUSTOMER & NETWORKS OFF.

3. Date of Earliest Transaction (Month/Day/Year)
04/26/2011

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)
Common Stock	04/26/2011		M		30,000	A	$15.57	46,076	D
Common Stock	04/26/2011		M		40,497	A	$12.51	86,573	D
Common Stock	04/26/2011		M		50,000	A	$11.37	136,573	D
Common Stock	04/26/2011		M		27,404	A	$8.73	163,977	D
Common Stock	04/27/2011		F⁽⁵⁾		105,489	D	$29.92	58,488	D

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)	$15.57	04/26/2011		M			30,000	⁽¹⁾	02/05/2018	Common Stock	20,000	$0	20,000	D
Stock Option (Right To Buy)	$12.51	04/26/2011		M			40,497	⁽²⁾	04/13/2018	Common Stock	40,497	$0	26,998	D
Stock Option (Right To Buy)	$11.37	04/26/2011		M			50,000	⁽³⁾	09/08/2018	Common Stock	50,000	$0	0	D
Stock Option (Right To Buy)	$8.73	04/26/2011		M			27,404	⁽⁴⁾	06/11/2019	Common Stock	27,404	$0	41,106	D

Explanation of Responses:

1. These options vested as to 10,000 shares on each of February 6, 2009, 2010 and 2011. A further 10,000 options will vest on each of February 6, 2012 and 2013.

2. These options vested as to 13,499 shares on each of January 1, 2009, 2010 and 2011. A further 13,499 will vest on each of January 1, 2012 and 2013.

3. These options became fully vested on March 9, 2010.

4. These options vested as to 13,702 shares on each of January 1, 2010 and 2011. A further 13,702 will vest on each of January 1, 2012, 2013 and 2014.

5. The company entered into a net issuance transaction with Mr. Buttery whereby the company withheld 105,489 shares with a value equal to the aggregate option cost and tax obligation triggered by the stock option transactions reported above. THIS IS NOT A SALE OF SHARES TO THE OPEN MARKET; THESE SHARES WILL BE CANCELLED BY THE COMPANY.

Remarks:

	/s/ Paul Buttery	04/27/2011
	** 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).
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