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 |
|
|||||||||||||||
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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
Virgin Mobile USA, Inc. [ VM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
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)
|
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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Class A Common Stock(1) | 10/16/2007 | A(1) | 30,000 | A | (1) | 30,000 | D | |||
Class A Common Stock(2) | 10/16/2007 | M(2) | 10,243 | A | (2) | 40,243 | 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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Class D Units of Virgin Mobile USA, LLC(2) | (2) | 10/16/2007 | M(2) | 24 | (3) | (3) | Class A Common Stock | 10,243 | (2) | 0 | D | ||||
Options to Purchase Class D Units (right to buy)(4) | $14.64 | 10/16/2007 | M(4) | 1(4) | (5) | 08/06/2012 | Class A Common Stock | 32,009 | (4) | 0 | D | ||||
Options to Purchase Class A Common Stock (right to buy)(4) | $14.64 | 10/16/2007 | M(4) | 32,009 | (5) | 08/06/2012 | Class A Common Stock | 32,009 | (4) | 32,009 | D | ||||
Options to Purchase Class D Units (right to buy)(4) | $17.45 | 10/16/2007 | M(4) | 1(4) | (6) | 07/01/2015 | Class A Common Stock | 8,536 | (4) | 0 | D | ||||
Options to Purchase Class A Common Stock (right to buy)(4) | $17.45 | 10/16/2007 | M(4) | 8,536 | (6) | 07/01/2015 | Class A Common Stock | 8,536 | (4) | 8,536 | D | ||||
Stock Appreciation Rights(7) | $17.45 | 10/16/2007 | M(7) | 1(7) | (8) | 06/01/2012 | Class A Common Stock | 17,072 | (7) | 0 | D | ||||
Options to Purchase Class A Common Stock (right to buy)(7) | $17.45 | 10/16/2007 | M(7) | 17,072 | (8) | 06/01/2012 | Class A Common Stock | 17,072 | (7) | 17,072 | D | ||||
Stock Appreciation Rights(7) | $19.95 | 10/16/2007 | M(7) | 1(7) | (9) | 08/08/2012 | Class A Common Stock | 25,607 | (7) | 0 | D | ||||
Options to Purchase Class A Common Stock (right to buy)(7) | $19.95 | 10/16/2007 | M(7) | 25,607 | (9) | 08/08/2012 | Class A Common Stock | 25,607 | (7) | 25,607 | D | ||||
Stock Appreciation Rights(7) | $19.95 | 10/16/2007 | M(7) | 1(7) | (9) | 12/18/2012 | Class A Common Stock | 9,816 | (7) | 0 | D | ||||
Options to Purchase Class A Common Stock (right to buy)(7) | $19.95 | 10/16/2007 | M(7) | 9,816 | (9) | 12/18/2012 | Class A Common Stock | 9,816 | (7) | 9,816 | D | ||||
Options to Purchase Class A Common Stock (right to buy) | $15 | 10/16/2007 | A | 38,889 | (10) | 10/10/2013 | Class A Common Stock | 38,889 | (3) | 38,889 | D |
Explanation of Responses: |
1. Represents a grant of 30,000 Restricted Stock Units which vest 50% on October 10, 2008 and 50% on October 10, 2009. |
2. Mr. Feehan's 24 restricted Class D Units of Virgin Mobile USA, LLC ("Class D Units") were exchanged for 10,243 restricted shares of Class A Common Stock of Virgin Mobile USA, Inc. ("Class A Common Stock"), pursuant to the Reorganization and Purchase Agreement, dated as of October 10, 2007, by and among the Company, Virgin Mobile USA, LLC and other parties thereto (the "Reorganization Agreement"). These restricted Shares will vest 25% on May 23, 2008, 25% on May 23, 2009, 25% on May 23, 2010 and 25% on May 23, 2011. |
3. Not applicable. |
4. Mr. Feehan's options to purchase Class D Units were exchanged for options to purchase shares of Class A Common Stock pursuant to the Reorganization Agreement. |
5. These options are fully vested. |
6. These options vested 50% as of July 1, 2007 and will vest 25% on July 1, 2008 and 25% on July 1, 2009. |
7. Mr. Feehan's Stock Appreciation Rights were exchanged for options to purchase shares of Class A Common Stock pursuant to the Reorganization Agreement. |
8. These securities vested 25% as of June 1, 2007, will vest 25% on June 1, 2008, 25% on June 1, 2009 and 25% on June 1, 2010. |
9. These options vested 25% as of August 8, 2007 and will vest 25% on August 8, 2008, 25% on August 8, 2009 and 25% on August 8, 2010. |
10. These options vest 25% on July 1, 2008, 25% on July 1, 2009, 25% on July 1, 2010 and 25% on July 1, 2011. |
/s/ Nathan Marinoff, Attorney-in-Fact | 10/18/2007 | |
** 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. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |