FORM 4
[ X ] 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
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Gilhuley Marie 		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                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Vice President, Finance
(Last)          (First)          (Middle)

10 INDEPENDENCE BLVD, 2ND FLOOR 		3. Date of Earliest Transaction (MM/DD/YYYY)

11/24/2009
(Street)

WARREN, NJ 07059
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 A Common Stock   11/24/2009     D    25895   D   (1) 0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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
Option to Purchase Class A Common Stock (right to buy)   $14.64   11/24/2009     D         28595      (2) 12/23/2012   Class A Common Stock   28595   $0   (3) 0   D    
Option to Purchase Class A Common Stock (right to buy)   $17.45   11/24/2009     D         6402      (2) 1/13/2015   Class A Common Stock   6402   $0   (3) 0   D    
Option to Purchase Class A Common Stock (right to buy)   $17.45   11/24/2009     D         8536      (2) 7/1/2015   Class A Common Stock   8536   $0   (3) 0   D    
Option to Purchase Class A Common Stock (right to buy)   $17.45   11/24/2009     D         17072      (4) 6/1/2012   Class A Common Stock   17072   $0   (3) 0   D    
Option to Purchase Class A Common Stock (right to buy)   $15   11/24/2009     D         17778      (5) 10/10/2013   Class A Common Stock   17778   $0   (3) 0   D    

Explanation of Responses:
( 1)  Pursuant to the Merger Agreement dated July 27, 2009 among the Issuer, Sprint Nextel Corporation ("Sprint"), and Sprint Mozart, Inc., each of these shares or restricted stock units was cancelled at the effective time of the merger and converted into the right to receive, as applicable, 1.3668 shares of Sprint stock or 1.3668 restricted stock units of Sprint with vesting terms substantially similar to the restricted stock units of the Issuer being cancelled. On the effective date of the merger, the market value of Sprint stock was $3.75 per share.
( 2)  This stock option is fully vested.
( 3)  This stock option was cancelled in the merger in exchange for no consideration.
( 4)  This stock option provided for vesting in four equal annual installments on 6/1/2007, 6/1/2008, 6/1/2009 and 6/1/2010.
( 5)  This stock option provided for vesting in four equal annual installments on 7/1/2008, 7/1/2009, 7/1/2010 and 7/1/2011.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Gilhuley Marie
10 INDEPENDENCE BLVD, 2ND FLOOR
WARREN, NJ 07059

Vice President, Finance

Signatures
/s/ Nathan Marinoff, Attorney-in-Fact 11/24/2009
** 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 control number.
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