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SEC Form 4

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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person* SK TELECOM CO LTD (Last) (First) (Middle) 11 EULJIRO 2-GA, JUNG-GU (Street) SEOUL M5 100-999 (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) 11/24/2009
	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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	11/24/2009		C		3,117,647(1)	A	$0(1)	14,141,865	D(2)
Class A Common Stock	11/24/2009		J(3)		14,141,865	D	(3)	0	D
Class A Common Stock	11/24/2009		J(4)		19,349	D	(4)	0	I(5)	Through subsidiary(5)

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 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: 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
Series A Preferred Stock	(6)	11/24/2009		C			26,500(7)	(8)	(8)	Class A Common Stock	3,117,647(6)(7)	$0	0	D(9)

Explanation of Responses:

1. Reflects the deemed automatic conversion of Series A Preferred Stock of the Issuer (the "Series A Preferred Stock") into Class A Common Stock of the Issuer (the "Class A Common Stock") pursuant to the Merger Agreement dated July 27, 2009 among the Issuer, Sprint Nextel Corporation and Sprint Mozart, Inc. (the "Merger Agreement"). Pursuant to the terms of the Series A Preferred Stock, each share of Series A Preferred Stock was convertible into 117.64706 shares of Class A Common Stock.

2. Reflects liquidation of wholly owned subsidiary SK Telecom USA Holdings, Inc. which previously directly held certain of the shares of Class A Common Stock and reflects the pro rata distribution from Helio, Inc. to all of its shareholders, including SK Telecom, of certain shares of Class A Common Stock held by Helio.

3. Pursuant to the Merger Agreement, each of these shares of Class A Common Stock was cancelled at the effective time of the merger and converted into the right to receive 1.2279 shares of Sprint Nextel Corporation stock, having a market value of $3.75 per share on the effective date of the merger.

4. Pursuant to the Merger Agreement, each of these shares of Class A Common Stock was cancelled at the effective time of the merger and converted into the right to receive 1.3668 shares of Sprint Nextel Corporation stock, having a market value of $3.75 per share on the effective date of the merger.

5. Number of shares of Class A Common Stock disposed of represents the number of shares of Class A Common Stock beneficially owned by SK Telecom Co. Ltd. through Helio, Inc., the board of which it controls, following the pro rata distribution by Helio of certain shares of its Class A Common Stock to all of its shareholders.

6. Pursuant to the terms of the Series A Preferred Stock, each share of Series A Preferred Stock was convertible into 117.64706 shares of Class A Common Stock.

7. Increase in number of shares of Series A Preferred Stock (amount of underlying securities) from amount previously reported reflects payment of interest in kind pursuant to the terms of the Series A Preferred Stock.

8. Pursuant to its terms, Series A Preferred Stock becomes convertible after 18 months from issuance. Pursuant to the Merger Agreement the Series A Preferred Stock was deemed to automatically convert into Class A Common Stock and subsequently automatically convert into the right to receive shares of Sprint Nextel Corporation stock upon completion of the merger.

9. Reflects liquidation of wholly owned subsidiary SK Telecom USA Holdings, Inc. which previously directly held the shares of Series A Preferred Stock.

	/s/ Michele Maney, Attorney-in-Fact	11/25/2009
	** Signature of Reporting Person	Date
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