Form 4 OHARE EAMONN For: Sep 16 (10K)

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, 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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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^*

OHARE EAMONN

(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)
SENIOR VICE PRESIDENT, FINANCE

3. Date of Earliest Transaction (Month/Day/Year)
09/16/2009

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 ⁽¹⁾	09/16/2009		A		205,000	A	$ 0	205,000	D
Common Stock ⁽²⁾	09/16/2009		A		75,000	A	$ 0	280,000	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 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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (Right To Buy) ⁽³⁾

$ 12.86

09/16/2009

390,000

⁽⁴⁾

09/15/2019

Common Stock

390,000

$ 0

390,000

Stock Option (Right To Buy) ⁽⁵⁾

$ 12.86

09/16/2009

57,005

⁽⁶⁾

09/15/2019

Common Stock

57,005

$ 0

57,005

Explanation of Responses:

1. Pursuant to a Restricted Stock Agreement dated September 16, 2009, Mr. O'Hare was granted up to 205,000 shares which will vest, subject to continuous employment, as to 105,000 shares on September 16, 2010 and a further 50,000 shares on each of September 16, 2011 and 2012.

2. Pursuant to a Restricted Stock Agreement dated September 16, 2009, Mr. O'Hare was granted up to 75,000 shares which will vest in accordance with the three-year performance conditions under the Company's 2009/2011 Long Term Incentive Plan, and so long as he has remained continuously employed by the Company through the third anniversary of the date he commences full-tme employment with the Company.

3. On joining Virgin Media Inc. (the "Company") on September 16, 2009, Mr. O'Hare was granted an option to purchase 390,000 shares of the Company's common stock at an exercise price of $12.86 per share.

4. This option shall vest in equal annual installments over five years beginning on the date on which Mr. O'Hare commences full-time employment by the Company, subject to continuous employment and to the achievement of annual performance objectives determined by the Company's Chief Executive Officer and the Compensation Committee of the Company.

5. This option to purchase was granted under the Issuer's 2006 Stock Incentive Plan as part of its 2009/2011 Long Term Incentive Plan. As part of such Plan, Mr. O'Hare was also granted 26,209 restricted stock units, the vesting of which is contingent upon (i) satisfaction of performance goals in respect of the period beginning January 1, 2009 and ending December 31, 2011; and (ii) continued employment through the settlement date.

6. This option will vest as to 20% of the shares on January 1, 2010 and as to an additional 20% of the shares on each January 1 thereafter until fully vested.

	/s/ Eamonn O'Hare	09/17/2009
	** 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.
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