Ownership Submission
FORM 4
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

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Lurie Peter
   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)
GENERAL COUNSEL & SECRETARY
(Last)
(First)
(Middle)
10 INDEPENDENCE BLVD, 2ND FLOOR		 3. Date of Earliest Transaction (Month/Day/Year)
10/16/2007
(Street)

WARREN, NJ 07059		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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 (1) 10/16/2007   A(1)   30,000 A (1) 30,000 D  
Class A Common Stock (2) 10/16/2007   M(2)   10,243 A (2) 40,243 D  

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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class D Units of Virgin Mobile USA, LLC (2) (2) 10/16/2007   M(2)     24   (3)   (3) Class A Common Stock 10,243 (2) 0 D  
Options to Purchase Class D Units (right to buy) (4) $ 10.98 10/16/2007   M(4)     1 (4)   (5) 09/03/2012 Class A Common Stock 57,617 (4) 0 D  
Options to Purchase Class A Common Stock (right to buy) (4) $ 10.98 10/16/2007   M(4)   57,617     (5) 09/03/2012 Class A Common Stock 57,617 (4) 57,617 D  
Options to Purchase Class D Units (right to buy) (4) $ 17.45 10/16/2007   M(4)     1 (4)   (6) 01/13/2015 Class A Common Stock 27,741 (4) 0 D  
Options to Purchase Class A Common Stock (right to buy) (4) $ 17.45 10/16/2007   M(4)   27,741     (6) 01/13/2015 Class A Common Stock 27,741 (4) 27,741 D  
Options to Purchase Class D Units (right to buy) (4) $ 17.45 10/16/2007   M(4)     1 (4)   (7) 07/01/2015 Class A Common Stock 12,804 (4) 0 D  
Options to Purchase Class A Common Stock (right to buy) (4) $ 17.45 10/16/2007   M(4)   12,804     (7) 07/01/2015 Class A Common Stock 12,804 (4) 12,804 D  
Stock Appreciation Rights (8) $ 17.45 10/16/2007   M(8)     1 (8)   (9) 06/01/2012 Class A Common Stock 25,607 (8) 0 D  
Options to Purchase Class A Common Stock (right to buy) (8) $ 17.45 10/16/2007   M(8)   25,607     (9) 06/01/2012 Class A Common Stock 25,607 (8) 25,607 D  
Options to Purchase Class A Common Stock (right to buy) $ 15 10/16/2007   A   36,574     (10) 10/10/2013 Class A Common Stock 36,574 (3) 36,574 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Lurie Peter
10 INDEPENDENCE BLVD, 2ND FLOOR
WARREN, NJ 07059		       GENERAL COUNSEL & SECRETARY  

Signatures

 /s/ Nathan Marinoff, Attorney-in-Fact   10/18/2007
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Represents a grant of 30,000 Restricted Stock Units which vest 50% on October 10, 2008 and 50% on October 10, 2009.
(2) Mr. Lurie's 24 restricted Class D Units of Virgin Mobile USA, LLC ("Class D Units") were exchanged for 10,243 restricted shares of Class A Common Stock of Virgin Mobile USA, Inc. ("Class A Common Stock"), pursuant to the Reorganization and Purchase Agreement, dated as of October 10, 2007, by and among the Company, Virgin Mobile USA, LLC and other parties thereto (the "Reorganization Agreement"). These restricted shares will vest 25% on May 23, 2008, 25% on May 23, 2009, 25% on May 23, 2010 and 25% on May 23, 2011.
(3) Not applicable.
(4) Mr. Lurie's options to purchase Class D units were exchanged for options to purchase shares of Class A Common Stock pursuant to the Reorganization Agreement.
(5) These options are fully vested.
(6) These options are 75% vested as of August 3, 2007 and will vest 25% on August 3, 2008.
(7) These options vested 50% as of July 1, 2007, will vest 25% on July 1, 2008 and 25% on July 1, 2009.
(8) Mr. Lurie's Stock Appreciation Rights were exchanged for options to purchase shares of Class A Common Stock pursuant to the Reorganization Agreement.
(9) These securities vested 25% as of June 1, 2007, will vest 25% on June 1, 2008, 25% on June 1, 2009 and 25% on June 1, 2010.
(10) These options vest 25% on July 1, 2008, 25% on July 1, 2009, 25% on July 1, 2010 and 25% on July 1, 2011.

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