SK TELECOM CO LTD — Director's Dealing 2008

Sep 9, 2008

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Virgin Mobile USA, Inc. (VM)
CIK: 0001396546
Period of Report: 2008-08-22

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

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	193368	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Common Units	$		Class A Common Stock (10999373)		Indirect
Series A Preferred Stock	$		Class A Common Stock Common Stock (2941176)		Indirect

Footnotes

F1: SK Telecom Co., Ltd. beneficially owns shares of Virgin Mobile USA, Inc. Class A Common Stock through Helio, Inc., the board of which it currently controls.

F2: Not applicable.

F3: 1-to-1 conversion ratio.

F4: SK Telecom Co., Ltd. beneficially owns, through its 100% owned subsidiary SK Telecom USA Holdings, Inc., common units of Virgin Mobile USA, L.P. that are convertible immediately at the option of the holder into 10,999,373 shares of Class A Common Stock of Virgin Mobile USA, Inc.

F5: The Series A Preferred Stock will become convertible after 18 months from issuance, upon stockholder approval.

F6: The Series A Preferred Stock becomes mandatorily convertible upon the earlier of (i) four years from the date of issuance and (ii) such time as the market price of the issuer's Class A Common Stock exceeds $8.50 per share.

F7: 1 share of Series A Preferred stock converts to 117.64706 shares of Class A Common Stock, subject to customary adjustments.

F8: SK Telecom Co., Ltd. also beneficially owns, through its 100% owned subsidiary SK Telecom USA Holdings, Inc., shares of Series A Preferred Stock of Virgin Mobile USA, Inc. that are convertible, subject to stockholder approval, into 2,941,176 shares of Class A Common Stock of Virgin Mobile USA, Inc.