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
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

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 (MM/DD/YYYY)

11/2/2009
(Street)

ST HELIER, X0 JE1 1BJ
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   11/2/2009     J (4) (5)    31998   D   (5) 69336   I   See Footnotes   (4) (5)
Class A Common Stock   11/2/2009     J (4) (5)    31998   A   (5) 22935825   D    
Class A Common Stock                  228   I   Owned by Cortaire Limited. See Footnotes   (1) (2) (3)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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

Explanation of Responses:
( 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 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. The Restricted Stock Units received in the 2008 Grant vest 33-1/3% on November 1, 2009, 33-1/3% on November 1, 2010, and 33-1/3% on November 1, 2011. (Continued to footnote 5).
( 5)  In connection with the vesting of 33-1/3% of the Restricted Stock Units received in the 2008 Grant on November 1, 2009, pursuant to arrangements between the Virgin Group and such directors, Corvina purchased from the directors the 31,998 shares of Class A Common Stock deliverable upon such vesting for $4.00 per share.

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 11/4/2009
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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