FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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. Date of Event Requiring Statement (Month/Day/Year) 10/10/2007 3. Issuer Name and Ticker or Trading Symbol Virgin Mobile USA, Inc. [VM] (Last) (First) (Middle) 2001 EDMUND HALLEY DRIVE 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) RESTON, VA 20191 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 Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Limited Liability Company Interests	  (1)(2)	  (1)(2)	Class A Common Stock	(1) (2)	$ (1) (2)	D	Â

Reporting Owners

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

Signatures

/s/ Douglas B. Lynn		10/10/2007
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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 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 agreed to effect the following transactions immediately prior to the consummation of the issuer's initial public offering (the "IPO"): (1) the reporting person will contribute 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 will sell in the IPO) and one share of Class B common stock of the issuer, and (2) the reporting person will sell 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 will convert into a Delaware limited partnership, Virgin Mobile USA, L.P., which will become an indirect, majority-owned subsidiary of the issuer. As a result of this conversion, the reporting person's remaining LLC Interests will be converted into an approximately 18.5% limited partnership interest in Virgin Mobile USA, L.P., which interest will initially be exchangeable for 12,058,626 shares of Class A common stock of the issuer.

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