Form 4 Branson Sir Richard For: Oct 13 (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^*

Corvina Holdings LTD

(Last)

(First)

(Middle)

LA MOTTE CHAMBERS,

(Street)

ST HELIER

JE1 1BJ

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
10/13/2009

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
Class A Common Stock	10/13/2009		J⁽⁴⁾⁽⁵⁾		2,666	D	⁽⁵⁾	101,334	I	See Footnotes ⁽⁴⁾ ⁽⁵⁾
Class A Common Stock	10/13/2009		J⁽⁴⁾⁽⁵⁾		2,666	A	⁽⁵⁾	22,903,827	D
Class A Common Stock								228	I	Owned by Cortaire Limited. See Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾

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

1. Name and Address of Reporting Person^*

Corvina Holdings LTD

(Last)

(First)

(Middle)

LA MOTTE CHAMBERS

(Street)

ST HELIER

JE1 1BJ

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Cortaire LTD

(Last)

(First)

(Middle)

LA MOTTE CHAMBERS

(Street)

ST. HELIER

JE1 1BJ

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Gamay Holdings LTD

(Last)

(First)

(Middle)

LA MOTTE CHAMBERS

(Street)

ST. HELIER

JE1 1BJ

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Virgin Group Holdings LTD

(Last)

(First)

(Middle)

LA MOTTE CHAMBERS

(Street)

ST. HELIER

JE1 1BJ

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Branson Sir Richard

(Last)

(First)

(Middle)

RICHARD??S HOUSE, THE VALLEY, VIRGIN GORDA

(Street)

NECKER ISLAND

POBOX 1091

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Cougar Investments LTD

(Last)

(First)

(Middle)

ST. PAUL'S GATE, NEW STREET

(Street)

ST. HELIER

JE4 8YP

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Plough Investments LTD

(Last)

(First)

(Middle)

ST. PAUL'S GATE, NEW STREET

(Street)

ST. HELIER

JE4 8YP

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Deutsche Bank Trustee Services (Guernsey) LTD

(Last)

(First)

(Middle)

PO BOX 424, LEFEBVRE COURT, LEFEBVRE STREET

(Street)

ST. PETER PORT

GY1 3WT

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

RBC TRUSTEES (C.I.) LTD

(Last)

(First)

(Middle)

LA MOTTE CHAMBERS

(Street)

ST HELIER X0 JE1 1BJ

(City)

(State)

(Zip)

Explanation of Responses:

1. This Statement on Form 4 is filed jointly by (i) Corvina Holdings Limited ("Corvina"), (ii) Cortaire Limited ("Cortaire"), (iii) Gamay Holdings Limited ("Gamay"), (iv) Virgin Group Holdings Limited ("VGHL"), (v) Sir Richard Branson, (vi) Cougar Investments Limited ("Cougar"), (vii) Plough Investments Limited ("Plough"), (viii) Deutsche Bank Trustee Services (Guernsey) Limited ("DBTSGL"), solely in its capacity as trustee on behalf of The Virgo Trust, The Libra Trust, The Jupiter Trust, The Mars Trust, The Venus Trust, The Leo Trust and The Gemini Trust (such trusts collectively referred to as the "DB Trusts"), and (ix) RBC Trustees (C.I.) Limited ("RBC Trustees"), solely in its capacity as trustee on behalf of The Aquarius Trust, The Aries Trust, The Capricorn Trust, The Pisces Trust and The Saturn Trust (such trusts collectively referred to as the "RBC Trusts") (Continued to footnote 2).

2. Cortaire is a wholly-owned subsidiary of Corvina. Corvina is held as to approximately 87% by VGHL. The remaining 13% of Corvina is owned jointly by Gamay and certain senior executives of the Virgin Group. Gamay is a wholly owned subsidiary of VGHL. VGHL is jointly owned by Sir Richard Branson, Cougar, Plough, the DB Trusts and the RBC Trusts. The principal beneficiaries of the DB Trusts and the RBC Trusts are Sir Richard Branson and certain members of his family. (Continued to footnote 3).

3. Each reporting person other than Corvina disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein and the inclusion of the securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or any other purpose.

4. On each of October 16, 2007 (the "2007 Grant") and December 23, 2008 Restricted Stock Units were granted to directors of Virgin Mobile USA, Inc. who were employed by the Virgin Group in connection with Virgin Mobile USA, Inc.'s regular director compensation arrangements. The reporting persons other than Cortaire previously reported that they may have a beneficial ownership interest in such Restricted Stock Units pursuant to arrangements between the Virgin Group and such directors. Each reporting person disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein and the inclusion of the securities in this report shall not be deemed an admission of beneficial ownership of all of such securities for purposes of Section 16 or any other purpose. The Restricted Stock Units received in the 2007 Grant vest 25% on October 10, 2008, 25% on October 10, 2009, 25% on October 10, 2010 and 25% on October 10, 2011. (Continued to footnote 5).

5. In connection with the vesting of 25% of the Restricted Stock Units received in the 2007 Grant on October 10, 2009, pursuant to arrangements between the Virgin Group and such directors, Corvina purchased from the directors the 2,666 shares of Class A Common Stock deliverable upon such vesting for $4.72 per share.

	See Signatures Included in Exhibit 99.1	10/15/2009
	** 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.
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.

EX-99.1

rrd228398_257869.html

                                                                    Exhibit 99.1

                             JOINT FILER INFORMATION

          This Statement on Form 4 is filed jointly by (i) Corvina Holdings
Limited ("Corvina"), (ii) Cortaire Limited ("Cortaire"), (iii) Gamay Holdings
Limited ("Gamay"), (iv) Virgin Group Holdings Limited ("VGHL"), (v) Sir Richard
Branson, (vi) Cougar Investments Limited ("Cougar"), (vii) Plough Investments
Limited ("Plough"), (viii) Deutsche Bank Trustee Services (Guernsey) Limited
("DBTSGL"), solely in its capacity as trustee on behalf of the Virgo Trust, The
Libra Trust, the Jupiter Trust, the Mars Trust, the Venus Trust, the Leo Trust
and The Gemini Trust (such trusts collectively referred to as the "DB Trusts"),
and (ix) RBC Trustees (C.I.) Limited ("RBC Trustees"), solely in its capacity as
trustee on behalf of The Aquarius Trust, The Aries Trust, the Capricorn Trust,
The Pisces Trust and The Saturn Trust (such trusts collectively referred to as
the "RBC Trusts"). The principal business address of each of Corvina, Cortaire,
Gamay, VGHL, the RBC Trustees and the RBC Trusts is La Motte Chambers, St.
Helier, Jersey JE1 1BJ. The principal business address of Sir Richard Branson is
Richard's House, the Valley, Virgin Gorda, Necker Island, British Virgin
Islands. The principal business address of Cougar and Plough is St. Paul's Gate,
New Street, St. Helier, Jersey JE4 8ZP. The principal business address of DBTSGL
and the DB Trusts is Lefebvre Court, Lefebvre Street, St Peter Port, Guernsey
GY1 3WT.

          Name of Designated Filer: Corvina Holdings Limited

          Date of Event Requiring Original Statement: October 13, 2009

          Issuer Name and Ticker or Trading Symbol: Virgin Mobile USA, Inc.
          (NYSE: VM)

          Date: October 15, 2009

                              Corvina Holdings Limited

                              /s/ Ian Cuming
                              --------------------------------------------------
                              Ian Cuming, as alternate director to Paul Fauvel

                              Cortaire Limited

                              /s/ Ian Cuming
                              --------------------------------------------------
                              Ian Cuming, as alternate director to Paul Fauvel

                              Gamay Holdings Limited

                              /s/ Ian Cuming
                              --------------------------------------------------
                              Ian Cuming, as alternate director to Paul Fauvel

                              Virgin Group Holdings Limited

                              /s/ Ian Cuming
                              --------------------------------------------------
                              Ian Cuming, as alternate director to Paul Fauvel

                              Sir Richard Branson

                              /s/ Sir Richard Branson
                              --------------------------------------------------

                              Cougar Investments Limited

                              /s/ Alison Renouf
                              --------------------------------------------------
                              Alison Renouf
                              Director

                              Plough Investments Limited

                              /s/ Alison Renouf
                              --------------------------------------------------
                              Alison Renouf
                              Director

                              RBC Trustees (C.I.) Limited (as trustee for the
                              RBC Trusts)

                              /s/ Ian Cuming
                              --------------------------------------------------
                              Ian Cuming, as alternate director to Paul Fauvel

                              Deutsche Bank Trustee Services (Guernsey) Limited

                              /s/ Alison Renouf
                              --------------------------------------------------
                              Alison Renouf
                              Authorized Signatory

                              Deutsche Bank Trustee Services (Guernsey) Limited

                              /s/ Tracy Martel
                              --------------------------------------------------
                              Tracy Martel
                              Authorized Signatory

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