SK TELECOM CO LTD — Director's Dealing 2008

Dec 4, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Virgin Mobile USA, Inc. (VM)
CIK: 0001396546
Period of Report: 2008-12-02

Reporting Person: SK TELECOM CO LTD (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-12-02	Class A Common Stock	C	10999373	—	Acquired	11192741	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-12-02	Common Units	$0	C	10999373	Disposed		Class A Common Stock (10999373)	Indirect

Footnotes

F1: The shares were acquired by conversion of equal number of common units of Virgin Mobile USA, L.P. for no additional consideration.

F2: Following the conversion, SK Telecom Co. Ltd. beneficially owns (i) 193,368 shares of Class A Common Stock through Helio, Inc., the board of which it controls, and (ii) 10,999,373 shares of Class A Common Stock through its 100% owned subsidiary SK Telecom USA holdings, Inc.

F3: 1-to-1 conversion ratio.

F4: Not applicable.