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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1. Name and Address of Reporting Person * Sprint Ventures, Inc.   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) (Last) (First) (Middle) 2001 EDMUND HALLEY DRIVE 3. Date of Earliest Transaction (Month/Day/Year) 10/16/2007 (Street) RESTON, VA 20191 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 10/16/2007   C(1)(2)   1,333,333 A (1) (2) 1,333,333 D   Class A Common Stock 10/16/2007   S(1)(2)   1,333,333 D $ 15 0 D   Class B Common Stock 10/16/2007   C(1)(2)   1 A (1) (2) 1 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

Limited Liability Company Interests

(1)

10/16/2007

C

3,124.11 (1) (2)

(1)(2)

(1)(2)

Class A Common Stock

1,333,333

(1) (2)

0

D

Exchangeable Limited Partnership Units

(1)

10/16/2007

C

12,058,626 (1) (2)

(1)(2)

(1)(2)

Class A Common Stock

12,058,626

(1) (2)

12,058,626

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Sprint Ventures, Inc. 2001 EDMUND HALLEY DRIVE RESTON, VA 20191		X

Signatures

/s/ Douglas B. Lynn, Vice President		10/16/2007
**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)	At the time of the issuer's Class A common stock becoming registered under the Securities Exchange Act of 1934, the reporting person held an approximately 47% interest in Virgin Mobile USA, LLC ("VMU"). Pursuant to a reorganization and purchase agreement, the reporting person and the issuer effected the following transactions immediately prior to the consummation of the issuer's initial public offering (the "IPO"): (1) the reporting person contributed a portion of its limited liability company interests in VMU ("LLC interests") to the issuer in exchange for 1,333,333 shares of Class A common stock of the issuer (which the reporting person sold in the IPO) and one share of Class B common stock of the issuer; and (2) the reporting person sold a portion of its LLC interests to the issuer for $136.0 million.
(2)	Following the transactions described in footnote (1) and prior to the consummation of the IPO, VMU converted into a Delaware limited partnership, Virgin Mobile USA, L.P., which became an indirect, majority-owned subsidiary of the issuer. As a result of this conversion, the reporting person's remaining LLC interests were converted into an approximately 18.5% limited partnership interest in Virgin Mobile USA, L.P., which interest is initially exchangeable for 12,058,626 shares of Class A common stock of the issuer.

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