UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Virgin Mobile USA, Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
92769R108
(CUSIP Number)
December 31, 2007
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|_| Rule 13d-1(b)
|_| Rule 13d-1(c)
|X| Rule 13d-1 (d)
*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 in 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 ("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).
CUSIP No. 92769R108 13G Page 1 of 5 Pages
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1 NAMES OF REPORTING PERSONS
Sprint Ventures, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Kansas
NUMBER OF 5 SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6 SHARED VOTING POWER 34,965,221
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER 12,058,626
REPORTING
PERSON WITH 8 SHARED DISPOSITIVE POWER 0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
34,965,221
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
53.5%
12 TYPE OF REPORTING PERSON
CO
CUSIP No. 92769R108 13G Page 2 of 5 Pages
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Item 1(a). Name of Issuer:
Virgin Mobile USA, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
10 Independence Blvd.
Warren, New Jersey 07059
Item 2(a). Name of Person Filing:
Sprint Ventures, Inc.
Item 2(b). Address of Principal Business Office or, if None, Residence:
2001 Edmund Halley Drive
Reston, Virginia 20191
Item 2(c). Citizenship:
Kansas corporation
Item 2(d). Title of Class of Securities:
Class A Common Stock, $0.01 par value per share
Item 2(e). CUSIP Number:
92769R108
Item 3. If this statement is filed pursuant to ss. 240.13d-1(b) or ss.
240.13d-2(b) or (c), check whether the person filing is a:
(a) |_| Broker or dealer registered under Section 15 of the Act.
(b) |_| Bank as defined in Section 3(a)(6) of the Act.
(c) |_| Insurance company as defined in section 3(a)(19) of the Act.
(d) |_| Investment company registered under section 8 of the Investment
Company Act of 1940.
(e) |_| An investment adviser in accordance with
ss. 240.13(d)-1(b)(1)(ii)(E);
(f) |_| An employee benefit plan or endowment fund in accordance
with ss. 240.13d-1(b)(1)(ii)(F);
(g) |_| A parent holding company or control person in accordance
with ss. 240-13d-1(b)(ii)(G).
CUSIP No. 92769R108 13G Page 3 of 5 Pages
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(h) |_| A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) |_| A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act of 1940;
(j) |_| Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
34,965,221 shares of Class A Common Stock. This beneficial
ownership results from: (i) the reporting person's ownership of an
approximately 18.5% limited partnership interest in Virgin Mobile
USA, L.P. (an indirect, majority-owned subsidiary of the issuer),
which interest is initially exchangeable for 12,058,626 shares of
Class A Common Stock of the issuer, and the reporting person's
ownership of one share of the issuer's Class B Common Stock, which
is entitled to a number of votes that is equal to the total number
of shares of Class A Common Stock for which such limited
partnership interest is exchangeable; and (ii) 22,906,595 shares
of Class A Common Stock beneficially owned by Corvina Holdings
Limited and its affiliates (collectively, "Corvina"). The
reporting person and Corvina may be deemed to share beneficial
ownership of the above-referenced shares as a result of the
reporting person and Corvina being signatories to a Stockholders'
Agreement, dated October 16, 2007, a copy of which was filed as
Exhibit 4.1 to the Current Report on Form 8-K filed by the issuer
with the Securities and Exchange Commission on October 17, 2007.
The reporting person does not affirm the existence of a group with
Corvina and disclaims beneficial ownership of the shares held by
Corvina. The reporting person is not responsible for the
completeness and accuracy of the information concerning Corvina.
(b) Percent of class: 53.5%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 34,965,221
(iii) Sole power to dispose or to direct the disposition
of: 12,058,626
(iv) Shared power to dispose or to direct the disposition of: 0
CUSIP No. 92769R108 13G Page 4 of 5 Pages
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Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following
|_|.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company or
Control Person.
Not Applicable
Item 8. Identification and Classifications of Member of the Group.
As a result of the Stockholders' Agreement described in Item 4 above,
the reporting person may be deemed to be a part of a group with Corvina
jointly holding beneficial ownership of 34,965,221 shares of Class A
Common Stock. The reporting person does not, however, affirm the
existence of any group with Corvina. The reporting person is not
responsible for the completeness and accuracy of the information
concerning Corvina.
Item 9. Notice of Dissolution of Group.
Not Applicable
CUSIP No. 92769R108 13G Page 5 of 5 Pages
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Item 10. Certifications.
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
February 13, 2008
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Date
/s/ Douglas B. Lynn
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Signature
Douglas B. Lynn, Vice President
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Name/Title