Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Sprint Ventures, Inc.
   2. Issuer Name and Ticker or Trading Symbol
Virgin Mobile USA, Inc. [VM] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O SPRINT NEXTEL CORPORATION, 6200 SPRINT PARKWAY		 3. Date of Earliest Transaction (Month/Day/Year)
11/24/2009
(Street)

OVERLAND PARK, KS 66251		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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 B Common Stock 11/24/2009   J(1)   1 D (1) 0 D  

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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 Underlying Securities
(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 of Derivative Security: 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
Exchangeable Limited Partnership Units (2) 11/24/2009   J(2)     0 (2)   (2)   (2) Class A Common Stock 12,058,626 (2) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Sprint Ventures, Inc.
C/O SPRINT NEXTEL CORPORATION
6200 SPRINT PARKWAY
OVERLAND PARK, KS 66251		     X    

Signatures

 By: /s/ Timothy P. O?Grady   11/25/2009
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The reporting person's share of Class B common stock was cancelled in a merger (the "Merger") of Sprint Mozart, Inc. ("Merger Sub"), a wholly owned subsidiary of Sprint Nextel Corporation ("Sprint Nextel"), with and into Virgin Mobile USA, Inc. (the "Issuer") on November 24, 2009 pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 27, 2009, by and among Sprint Nextel, Merger Sub and the Issuer. The reporting person is a wholly owned subsidiary of Sprint Nextel.
(2) Prior to the consummation of the Issuer's initial public offering (the "IPO"), Virgin Mobile USA, LLC ("VMU") converted into a Delaware limited partnership, Virgin Mobile USA, L.P., which became an indirect, majority-owned subsidiary of the Issuer. As a result of this conversion, the reporting person's remaining limited liability company interests in VMU were converted into a limited partnership interest in Virgin Mobile USA, L.P., which interest was exchangeable for 12,058,626 shares of Class A common stock of the Issuer. Upon consummation of the Merger, the exchangeable limited partnership units are no longer exchangeable for shares of Class A common stock of the Issuer.

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