X0303 4 2008-10-10 0 0001396546 Virgin Mobile USA, Inc. VM 0001414413 Samuelson Robert C/O VIRGIN MANAGEMENT LIMITED 120 CAMPDEN HILL ROAD LONDON X0 W8 7AR UNITED KINGDOM 1 0 0 0 Class A Common Stock 2008-10-10 4 J 0 1333 D 4000 D On October 16, 2007, 5,333 Restricted Stock Units were granted to the reporting person in connection with Virgin Mobile USA, Inc.'s regular director compensation arrangements. Pursuant to arrangements between the Virgin Group and directors of Virgin Mobile USA, Inc. who are employed by the Virgin Group, Mr. Samuelson previously reported that he may not have a beneficial ownership interest in all or any of such Restricted Stock Units. Mr. Samuelson disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, if any, and the inclusion of the securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or any other purpose. The Restricted Stock Units vest 25% on October 10, 2008, 25% on October 10, 2009, 25% on October 10, 2010 and 25% on October 10, 2011. In connection with the vesting of 25% of the Restricted Stock Units on October 10, 2008 and pursuant to arrangements between the Virgin Group and the reporting persons, the Virgin Group purchased from the reporting person the shares deliverable upon such vesting for $0.92 per share. /s/ Nathan Marinoff, Attorney-in-Fact 2008-10-15