SK TELECOM CO LTD — Director's Dealing 2009

Nov 25, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Virgin Mobile USA, Inc. (VM)
CIK: 0001396546
Period of Report: 2009-11-24

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-11-24	Class A Common Stock	C	3117647	—	Acquired	14141865	Direct
2009-11-24	Class A Common Stock	J	14141865	—	Disposed	0	Direct
2009-11-24	Class A Common Stock	J	19349	—	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-11-24	Series A Preferred Stock	$	C	26500	Disposed		Class A Common Stock (3117647)	Direct

Footnotes

F1: Reflects the deemed automatic conversion of Series A Preferred Stock of the Issuer (the "Series A Preferred Stock") into Class A Common Stock of the Issuer (the "Class A Common Stock") pursuant to the Merger Agreement dated July 27, 2009 among the Issuer, Sprint Nextel Corporation and Sprint Mozart, Inc. (the "Merger Agreement"). Pursuant to the terms of the Series A Preferred Stock, each share of Series A Preferred Stock was convertible into 117.64706 shares of Class A Common Stock.

F2: Reflects liquidation of wholly owned subsidiary SK Telecom USA Holdings, Inc. which previously directly held certain of the shares of Class A Common Stock and reflects the pro rata distribution from Helio, Inc. to all of its shareholders, including SK Telecom, of certain shares of Class A Common Stock held by Helio.

F3: Pursuant to the Merger Agreement, each of these shares of Class A Common Stock was cancelled at the effective time of the merger and converted into the right to receive 1.2279 shares of Sprint Nextel Corporation stock, having a market value of $3.75 per share on the effective date of the merger.

F4: Pursuant to the Merger Agreement, each of these shares of Class A Common Stock was cancelled at the effective time of the merger and converted into the right to receive 1.3668 shares of Sprint Nextel Corporation stock, having a market value of $3.75 per share on the effective date of the merger.

F5: Number of shares of Class A Common Stock disposed of represents the number of shares of Class A Common Stock beneficially owned by SK Telecom Co. Ltd. through Helio, Inc., the board of which it controls, following the pro rata distribution by Helio of certain shares of its Class A Common Stock to all of its shareholders.

F6: Pursuant to the terms of the Series A Preferred Stock, each share of Series A Preferred Stock was convertible into 117.64706 shares of Class A Common Stock.

F7: Increase in number of shares of Series A Preferred Stock (amount of underlying securities) from amount previously reported reflects payment of interest in kind pursuant to the terms of the Series A Preferred Stock.

F8: Pursuant to its terms, Series A Preferred Stock becomes convertible after 18 months from issuance. Pursuant to the Merger Agreement the Series A Preferred Stock was deemed to automatically convert into Class A Common Stock and subsequently automatically convert into the right to receive shares of Sprint Nextel Corporation stock upon completion of the merger.

F9: Reflects liquidation of wholly owned subsidiary SK Telecom USA Holdings, Inc. which previously directly held the shares of Series A Preferred Stock.