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 * Messenger David R.J.   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) Chief People Officer (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)   8,963 A (2) 38,963 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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)			21	(3)	(3)	Class A Common Stock	8,963	(2)	0	D
Options to Purchase Class D Units (right to buy) (4)	$ 17.45	10/16/2007		M(4)			1 (4)	(5)	07/11/2015	Class A Common Stock	42,679	(4)	0	D
Options to Purchase Class A Common Stock (right to buy) (4)	$ 17.45	10/16/2007		M(4)		42,679		(5)	07/11/2015	Class A Common Stock	42,679	(4)	42,679	D
Stock Appreciation Rights (6)	$ 17.45	10/16/2007		M(6)			1 (6)	(7)	06/01/2012	Class A Common Stock	51,215	(6)	0	D
Options to Purchase Class A Common Stock(right to buy) (6)	$ 17.45	10/16/2007		M(6)		51,215		(7)	06/01/2012	Class A Common Stock	51,215	(6)	51,215	D
Options to Purchase Class A Common Stock	$ 15	10/16/2007		A		35,778		(8)	10/10/2013	Class A Common Stock	35,778	(3)	35,778	D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Messenger David R.J. 10 INDEPENDENCE BLVD, 2ND FLOOR WARREN, NJ 07059			Chief People Officer

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. Messenger's 21 restricted Class D Units of Virgin Mobile USA, LLC ("Class D Units") were exchanged for 8,963 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. Messenger'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 vested 50% as of July 11, 2007 and will vest 25% on July 11, 2008 amd 25% on July 11, 2009.
(6)	Mr. Messenger's Stock Appreciation Rights were exchanged for options to purchase shares of Class A Common Stock pursuant to the Reorganization Agreement.
(7)	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.
(8)	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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