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 * Corvina Holdings LTD   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) LA MOTTE CHAMBERS,  3. Date of Earliest Transaction (Month/Day/Year) 11/24/2009 (Street) ST HELIER, X0 JE1 1BJ 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) ___ Form filed by One Reporting Person _X_ 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 11/24/2009   J(4)(5)   69,336 D (5) 0 I See Footnotes (4) (5) Class A Common Stock 11/24/2009   J(4)(5)   69,336 A (5) 23,005,161 D   Class A Common Stock 11/24/2009   J(6)   228 D (6) 0 I Owned by Cortaire Limited. See Footnotes (1) (2) (3) Class A Common Stock 11/24/2009   J(6)   23,005,161 D (6) 0 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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Corvina Holdings LTD LA MOTTE CHAMBERS ST HELIER, X0 JE1 1BJ		X
Cortaire LTD LA MOTTE CHAMBERS ST. HELIER, X0 JE1 1BJ		X
Gamay Holdings LTD LA MOTTE CHAMBERS ST. HELIER, X0 JE1 1BJ		X
Virgin Group Holdings LTD LA MOTTE CHAMBERS ST. HELIER, X0 JE1 1BJ		X
Branson Sir Richard RICHARD??S HOUSE THE VALLEY, VIRGIN GORDA NECKER ISLAND, D8 POBOX 1091		X
Cougar Investments LTD ST. PAUL'S GATE NEW STREET ST. HELIER, X0 JE4 8YP		X
Plough Investments LTD ST. PAUL'S GATE NEW STREET ST. HELIER, X0 JE4 8YP		X
Deutsche Bank Trustee Services (Guernsey) LTD PO BOX 424, LEFEBVRE COURT LEFEBVRE STREET ST. PETER PORT, X0 GY1 3WT		X
RBC TRUSTEES (C.I.) LTD LA MOTTE CHAMBERS ST HELIER X0 JE1 1BJ, X0		X

Signatures

See Signatures Included in Exhibit 99.1		11/24/2009
**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)	This Statement on Form 4 is filed jointly by (i) Corvina Holdings Limited ("Corvina"), (ii) Cortaire Limited ("Cortaire"), (iii) Gamay Holdings Limited ("Gamay"), (iv) Virgin Group Holdings Limited ("VGHL"), (v) Sir Richard Branson, (vi) Cougar Investments Limited ("Cougar"), (vii) Plough Investments Limited ("Plough"), (viii) Deutsche Bank Trustee Services (Guernsey) Limited ("DBTSGL"), solely in its capacity as trustee on behalf of The Virgo Trust, The Libra Trust, The Jupiter Trust, The Mars Trust, The Venus Trust, The Leo Trust and The Gemini Trust (such trusts collectively referred to as the "DB Trusts"), and (ix) RBC Trustees (C.I.) Limited ("RBC Trustees"), solely in its capacity as trustee on behalf of The Aquarius Trust, The Aries Trust, The Capricorn Trust, The Pisces Trust and The Saturn Trust (such trusts collectively referred to as the "RBC Trusts") (Continued to footnote 2).
(2)	Cortaire is a wholly-owned subsidiary of Corvina. Corvina is held as to approximately 87% by VGHL. The remaining 13% of Corvina is owned jointly by Gamay and certain senior executives of the Virgin Group. Gamay is a wholly owned subsidiary of VGHL. VGHL is jointly owned by Sir Richard Branson, Cougar, Plough, the DB Trusts and the RBC Trusts. The principal beneficiaries of the DB Trusts and the RBC Trusts are Sir Richard Branson and certain members of his family. (Continued to footnote 3).
(3)	Each reporting person other than Corvina disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein and the inclusion of the securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or any other purpose.
(4)	On each of October 16, 2007 (the "2007 Grant") and December 23, 2008 (the "2008 Grant"), Restricted Stock Units were granted to directors of Virgin Mobile USA, Inc. who were employed by the Virgin Group in connection with Virgin Mobile USA, Inc.'s regular director compensation arrangements. The reporting persons other than Cortaire previously reported that they may have a beneficial ownership interest in such Restricted Stock Units pursuant to arrangements between the Virgin Group and such directors. Each reporting person disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein and the inclusion of the securities in this report shall not be deemed an admission of beneficial ownership of all of such securities for purposes of Section 16 or any other purpose. (Continued to footnote 5).
(5)	In connection with the vesting of the Restricted Stock Units received in the 2007 Grant and the 2008 Grant at the effective time of the merger discussed below, pursuant to arrangements between the Virgin Group and such directors, Corvina purchased from the directors the 69,336 shares of Class A Common Stock deliverable upon such vesting for an aggregate price of $355,367.50, or approximately $5.13 per share ("Merger Shares").
(6)	Pursuant to the Merger Agreement dated July 27, 2009 among the Issuer, Sprint Nextel Corporation, and Sprint Mozart, Inc., each of these shares was cancelled at the effective time of the merger and converted into the right to receive 1.2724 shares (or 1.3668 shares, in the case of Merger Shares) of Sprint Nextel Corporation stock, having a market value of $3.75 per share on the effective date of the merger.

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