UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

Virgin Mobile USA, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.01 per share

(Title of Class of Securities)

92769R108

(CUSIP Number)

Charles R. Wunsch, Esq.
Sprint Ventures, Inc. and Sprint Nextel Corporation
c/o Sprint Nextel Corporation
6200 Sprint Parkway
Overland Park, Kansas 66251
(913) 794-1496

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 24, 2009

(Date of Event Which Requires Filing of this Statement)

     If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: o

     NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

(continued on following pages)
(Page 1 of 12 Pages)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

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     This Amendment No. 3 (“Amendment No. 3”) to Schedule 13D amends the Schedule 13D filed with the Securities and Exchange Commission (“SEC”) on September 19, 2008 by Sprint Ventures, Inc. (“Sprint Ventures”), as amended by Amendment No. 1 filed with the SEC by Sprint Ventures on December 19, 2008 and Amendment No. 2 filed with the SEC jointly by Sprint Ventures and Sprint Nextel Corporation (“Sprint Nextel”) on July 28, 2009, with respect to the subject class of securities (the “Schedule 13D”). This Amendment No. 3 is being filed jointly by Sprint Nextel and Sprint Ventures (together, the “Reporting Persons”). As described in more detail below, Items 4, 5 and 6 have been amended in this Amendment No. 3 as a result of the merger of Sprint Mozart, Inc., a wholly owned subsidiary of Sprint Nextel (“Merger Sub”), with and into the Issuer on November 24, 2009. Reference is made to the Schedule 13D originally filed with the SEC, Amendment No. 1 and Amendment No. 2 for information in Items not appearing in this filing as a result of there being no changes in those items. Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Schedule 13D. The Schedule 13D is amended and supplemented as follows:

Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

     On November 24, 2009, the stockholders of the Issuer adopted the Merger Agreement and, on the same date, Merger Sub merged with and into the Issuer. As a result of the Merger, the separate corporate existence of Merger Sub ceased and the Issuer continues as the surviving corporation of the Merger and a wholly owned subsidiary of Sprint Nextel. At the Effective Time (as defined in the Merger Agreement):

•

each share of Class A Common Stock issued and outstanding immediately prior to the Effective Time held by:

	–		the Virgin Group was converted into 1.2724 Sprint Nextel Shares (and cash in lieu of fractional shares);
	–		SK Telecom was converted into 1.2279 Sprint Nextel Shares (and cash in lieu of fractional shares); and
	–		stockholders of Virgin Mobile, other than the Virgin Group, SK Telecom and the Reporting Persons, was converted into 1.3668 Sprint Nextel Shares (and cash in lieu of fractional shares);

	•		each share of Class C Common Stock issued and outstanding immediately prior to the Effective Time held by the Virgin Group was converted into 1.2724 Sprint Nextel Shares;
	•		each share of Preferred Stock issued and outstanding immediately prior to the Effective Time held by:

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	–		the Virgin Group was converted into 149.6941 Sprint Nextel Shares (and cash in lieu of fractional shares);
	–		SK Telecom was converted into 144.4588 Sprint Nextel Shares (and cash in lieu of fractional shares);

	•		each share of Class B Common Stock was cancelled without any conversion thereof and no consideration delivered in respect thereto;
	•		each share of the Issuer held in the treasury was cancelled without any conversion thereof and no consideration delivered in respect thereto; and
	•		each Issuer Share owned by Sprint Nextel and the Merger Sub or beneficially owned by any direct or indirect wholly owned subsidiary of the Reporting Persons or the Issuer was canceled without any conversion thereof and no consideration delivered in respect thereto.

The Class A Common Stock ceased trading on the New York Stock Exchange (the “NYSE”) after the closing of the market on November 24, 2009. Following the Effective Time, the NYSE filed a Form 25 with the SEC to delist the Class A Common Stock.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a) Neither the Reporting Persons nor any person named in Item 2 beneficially owns any shares of Class A Common Stock.

(b)	(i)	Sole power to vote or to direct the vote: 0
	(ii)	Shared power to vote or to direct the vote: 0
	(iii)	Sole power to dispose or to direct the disposition of: 0
	(iv)	Shared power to dispose or to direct the disposition of: 0

(c) Except for the transactions described in this Schedule 13D, to the knowledge of the Reporting Persons with respect to the persons named in response to Item 5(a), none of the persons named in response to Item 5(a) has effected any transactions in shares of Class A Common Stock during the past 60 days.

(d) Not applicable.

(e) The Reporting Persons ceased to be the beneficial owners of more than five percent of the Class A Common Stock on November 24, 2009.

Item 6.		Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

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Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

     The information set forth, or incorporated by reference in, Items 4 and 5 in this Amendment No. 3 is hereby incorporated by reference.

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SIGNATURE

After reasonable inquiry and to the best of their knowledge and belief, the undersigned parties certify that the information set forth in this statement is true, complete and correct.

Dated: November 25, 2009

		Sprint Ventures, Inc.
		By		/s/ Timothy P. O’Grady   Name: Timothy P. O’Grady
				Title:   Vice President and Secretary
		Sprint Nextel Corporation
		By		/s/ Timothy P. O’Grady   Name: Timothy P. O’Grady
				Title:   Assistant Secretary

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Appendix A

Appendix A is hereby amended and restated in its entirety as follows:

Directors and Executive Officers of Sprint Ventures, Inc.

						Principal
Name		Position		Address		Occupation		Citizenship
Directors
Scott W. Andreasen		Director and Assistant Secretary		c/o Sprint Nextel Corporation 6200 Sprint Parkway Overland Park, Kansas 66251		Assistant Secretary of Sprint Nextel Corporation		United States
Charles R. Wunsch		Director and Vice President		c/o Sprint Nextel Corporation 6200 Sprint Parkway Overland Park, Kansas 66251		General Counsel and Corporate Secretary of Sprint Nextel Corporation		United States
Executive Officers
Robert H. Johnson, Jr.		President		c/o Sprint Nextel Corporation 6200 Sprint Parkway Overland Park, Kansas 66251		President — CDMA of Sprint Nextel Corporation		United States
Charles L. Hall		Vice President and Controller		c/o Sprint Nextel Corporation 6200 Sprint Parkway Overland Park, Kansas 66251		Senior Vice President and Controller of Sprint Nextel Corporation		United States
Gregory D. Block		Vice President and Treasurer		c/o Sprint Nextel Corporation 6200 Sprint Parkway Overland Park, Kansas 66251		Vice President and Treasurer of Sprint Nextel Corporation		United States
Timothy P. O’Grady		Director, Vice President and Secretary		c/o Sprint Nextel Corporation 6200 Sprint Parkway Overland Park, Kansas 66251		Vice President, Legal — Securities and Governance and Assistant Secretary of Sprint Nextel Corporation		United States

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Directors and Executive Officers of Sprint Nextel Corporation

						Principal
Name		Position		Address		Occupation		Citizenship
Directors
Robert R. Bennett		Director		c/o Sprint Nextel Corporation 6200 Sprint Parkway Overland Park, Kansas 66251		Principal of Discovery Holding Company		United States
Gordon M. Bethune		Director		c/o Sprint Nextel Corporation 6200 Sprint Parkway Overland Park, Kansas 66251		Retired		United States
Larry C. Glasscock		Director		c/o Sprint Nextel Corporation 6200 Sprint Parkway Overland Park, Kansas 66251		Chairman of the Board of WellPoint, Inc., a health benefits company		United States
James H. Hance, Jr.		Director		c/o Sprint Nextel Corporation 6200 Sprint Parkway Overland Park, Kansas 66251		Senior Advisor of The Carlyle Group and Chairman of the Board of Sprint Nextel Corporation		United States
V. Janet Hill		Director		c/o Sprint Nextel Corporation 6200 Sprint Parkway Overland Park, Kansas 66251		Vice President of Alexander & Associates, Inc., a corporate consulting firm		United States
Frank Ianna		Director		c/o Sprint Nextel Corporation 6200 Sprint Parkway Overland Park, Kansas 66251		Chief Executive Officer and Director, Attila Technologies LLC, a wireless communications company		United States

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						Principal
Name		Position		Address		Occupation		Citizenship
Sven-Christer Nilsson		Director		c/o Sprint Nextel Corporation 6200 Sprint Parkway Overland Park, Kansas 66251		Founder/Owner of Ripasso AB, a business advisory company		Sweden
William R. Nuti		Director		c/o Sprint Nextel Corporation 6200 Sprint Parkway Overland Park, Kansas 66251		Chairman of the Board, Chief Executive Officer and President of NCR Corporation, a global technology company		United States
Rodney O’Neal		Director		c/o Sprint Nextel Corporation 6200 Sprint Parkway Overland Park, Kansas 66251		Chief Executive Officer and President of Delphi Corporation, a global supplier of mobile electronics and transportation systems		United States

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						Principal
Name		Position		Address		Occupation		Citizenship
Executive Officers
Daniel R. Hesse		Director, President and Chief Executive Officer		Sprint Nextel Corporation 6200 Sprint Parkway Overland Park, Kansas 66251		Director, President and Chief Executive Officer of Sprint Nextel Corporation		United States
Robert H. Brust		Chief Financial Officer		Sprint Nextel Corporation 6200 Sprint Parkway Overland Park, Kansas 66251		Chief Financial Officer of Sprint Nextel Corporation		United States
Charles R. Wunsch		General Counsel and Corporate Secretary		Sprint Nextel Corporation 6200 Sprint Parkway Overland Park, Kansas 66251		General Counsel and Corporate Secretary of Sprint Nextel Corporation		United States
Keith O. Cowan		President — Strategic Planning and Corporate Initiatives		Sprint Nextel Corporation 6200 Sprint Parkway Overland Park, Kansas 66251		President — Strategic Planning and Corporate Initiatives of Sprint Nextel Corporation		United States
Paget L. Alves		President — Business Markets		Sprint Nextel Corporation 6200 Sprint Parkway Overland Park, Kansas 66251		President — Business Markets of Sprint Nextel Corporation		United States
Steven L. Elfman		President — Network Operations and Wholesale		Sprint Nextel Corporation 6200 Sprint Parkway Overland Park, Kansas 66251		President — Network Operations and Wholesale of Sprint Nextel Corporation		United States

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						Principal
Name		Position		Address		Occupation		Citizenship
Robert L. Johnson		Chief Service Officer		Sprint Nextel Corporation 6200 Sprint Parkway Overland Park, Kansas 66251		Chief Service Officer of Sprint Nextel Corporation		United States
Robert H. Johnson, Jr.		President — CDMA Business Unit		Sprint Nextel Corporation 6200 Sprint Parkway Overland Park, Kansas 66251		President — CDMA Business Unit of Sprint Nextel Corporation		United States
Danny Bowman		President — iDEN Business Unit		Sprint Nextel Corporation 6200 Sprint Parkway Overland Park, Kansas 66251		President — iDEN Business Unit of Sprint Nextel Corporation		United States
Ryan H. Siurek		Vice President and Controller		Sprint Nextel Corporation 6200 Sprint Parkway Overland Park, Kansas 66251		Vice President and Controller of Sprint Nextel Corporation		United States
Daniel H. Schulman		President — Prepaid		Sprint Nextel Corporation 6200 Sprint Parkway Overland Park, Kansas 66251		President — Prepaid of Sprint Nextel Corporation		United States