SECURITIES AND EXCHANGE COMMISSION
FORM 4
Statement of changes in beneficial ownership of
securities
Filing Date: 2009-11-25 | Period of Report: 2009-11-24
SEC Accession No. 0001181431-09-053805
(HTML Version on secdatabase.com)
Branson Sir Richard
REPORTING OWNER
CIK:1368963
Type: 4 | Act: 34 | File No.: 001-33735 | Film No.: 091209365
Mailing Address
RICHARD'S HOUSE, THE
VALLEY
VIRGIN GORDA
NECKER ISLAND D8 POBOX
1091
ISSUER
Virgin Mobile USA, Inc.
CIK:1396546| IRS No.: 208822631 | State of Incorp.:DE | Fiscal Year End: 1231
SIC: 4812 Radiotelephone communications
Plough Investments LTD
CIK:1368861
Type: 4 | Act: 34 | File No.: 001-33735 | Film No.: 091209363
RBC TRUSTEES (C.I.) LTD
CIK:1368871
Type: 4 | Act: 34 | File No.: 001-33735 | Film No.: 091209361
Corvina Holdings LTD
CIK:1368872
Type: 4 | Act: 34 | File No.: 001-33735 | Film No.: 091209369
Cougar Investments LTD
CIK:1368873
Type: 4 | Act: 34 | File No.: 001-33735 | Film No.: 091209364
Deutsche Bank Trustee Services (Guernsey) LTD
Mailing Address
Business Address
10 INDEPENDENCE
BOULEVARD
WARREN NJ 07059
10 INDEPENDENCE
BOULEVARD
WARREN NJ 07059
9086074000
Mailing Address
Business Address
ST PAUL'S GATE
NEW STREET
ST HELIER X0 JE48YP
ST PAUL'S GATE
NEW STREET
ST HELIER X0 JE48YP
441481702231
Mailing Address
Business Address
LA MOTTE CHAMBERS
ST HELIER X0 JE1 1BJ
LA MOTTE CHAMBERS
ST HELIER X0 JE1 1BJ
441534602000
Mailing Address
Business Address
LA MOTTE CHAMBERS
ST HELIER X0 JE1 1BJ
LA MOTTE CHAMBERS
ST HELIER X0 JE1 1BJ
441534602000
Mailing Address
Business Address
ST PAUL'S GATE
NEW STREET
ST HELIER X0 JE48YP
ST PAUL'S GATE
NEW STREET
ST HELIER X0 JE48YP
441481702231
Mailing Address
Business Address
LEFEBVRE COURT
LEFEBVRE STREET
LEFEBVRE COURT
LEFEBVRE STREET
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CIK:1368877
Type: 4 | Act: 34 | File No.: 001-33735 | Film No.: 091209362
ST PETER PORT, GUERNSEY ST PETER PORT, GUERNSEY
X0 GY16EJ
X0 GY16EJ
441481702231
Virgin Group Holdings LTD
Mailing Address
Business Address
LA MOTTE CHAMBERS
ST HELIER, JERSEY X0 JE1
1BJ
LA MOTTE CHAMBERS
ST HELIER, JERSEY X0 JE1
1BJ
#44 1534 602000
Mailing Address
Business Address
LA MOTTE CHAMBERS
ST HELIER, JERSEY X0 JE1
1BJ
LA MOTTE CHAMBERS
ST HELIER, JERSEY X0 JE1
1BJ
#44 1534 602000
Mailing Address
Business Address
CIK:1402303| State of Incorp.:D8 | Fiscal Year End: 0331
Type: 4 | Act: 34 | File No.: 001-33735 | Film No.: 091209366
Gamay Holdings LTD
CIK:1402304| State of Incorp.:D8 | Fiscal Year End: 0331
Type: 4 | Act: 34 | File No.: 001-33735 | Film No.: 091209367
Cortaire LTD
CIK:1414586
Type: 4 | Act: 34 | File No.: 001-33735 | Film No.: 091209368
ATTEN: ABACUS
ATTEN: ABACUS
SECRETARIES (JERSEY) LTD. SECRETARIES (JERSEY) LTD.
LA MOTTE CHAMBERS, LA
LA MOTTE CHAMBERS, LA
MOTTE STREET
MOTTE STREET
ST.HELIER, JERSEY,
ST.HELIER, JERSEY,
CHANNEL ISL X0 JE1 1BJ
CHANNEL ISL X0 JE1 1BJ
44-1534-602000
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OMB APPROVAL
UNITED STATES SECURITIES AND EXCHANGE
COMMISSION
FORM 4
this box if no longer
☒Check
subject to Section 16. Form 4 or
OMB Number:
3235-0287
Expires:
02/28/2011
Estimated average burden
hours per response
0.5
Washington, D.C. 20549
Form 5 obligations may
continue. See Instruction 1(b).
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP
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
1. Name and Address of Reporting Person
*
2. Issuer Name and Ticker or Trading Symbol
Corvina Holdings LTD
(Last)
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Virgin Mobile USA, Inc. [VM]
(First)
3. Date of Earliest Transaction (Month/Day/Year)
(Middle)
_____ Director
__X__ 10% Owner
_____ Officer (give title
_____ Other (specify below)
below)
11/24/2009
LA MOTTE CHAMBERS,
4. If Amendment, Date Original Filed(Month/Day/Year)
(Street)
6. Individual or Joint/Group Filing
(Check applicable line)
______ Form Filed by One Reporting Person
__X__ Form Filed by More than One Reporting Person
ST HELIER, X0 JE1 1BJ
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
2.
Transaction
Date (Month/
Day/Year)
1.Title of Security (Instr. 3)
2A.
Deemed
Execution
Date, if any
(Month/
Day/Year)
3.
Transaction
Code (Instr.
8)
Code
V
4. Securities Acquired (A) or
Disposed of (D) (Instr. 3, 4 and 5)
Amount
(A)
or
(D)
Price
5. Amount of
Securities
Beneficially
Owned
Following
Reported
Transaction(s)
(Instr. 3 and 4)
6.
7. Nature of Indirect
Ownership Beneficial
Form:
Ownership (Instr. 4)
Direct (D)
or Indirect
(I) (Instr.
4)
(4)
(4) (5)
Class A Common Stock
11/24/2009
J
Class A Common Stock
11/24/2009
J
Class A Common Stock
69,336
(4) (5)
(6)
11/24/2009
J
(5)
0
I
(5)
23,005,161
D
D
69,336
228
A
(6)
D
0
I
See Footnotes
(5)
Owned by
Cortaire Limited.
(1)
See Footnotes
(2) (3)
Class A Common Stock
(6)
J
11/24/2009
23,005,161
(6)
D
0
D
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)
Code
V
5.
Number
of
Derivative
Securities
Acquired
(A) or
Disposed
of (D)
(Instr. 3,
4, and 5)
(A)
6. Date Exercisable
and Expiration Date
(Month/Day/Year)
7. Title and Amount
of Securities
Underlying
Derivative Security
(Instr. 3 and 4)
Date
Expiration
(D) Exercisable Date
Title
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Amount
or
Number
of
Shares
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)
Reporting Owners
Relationships
Reporting Owner Name / Address
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
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 (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).
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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.
Signatures
See Signatures Included in Exhibit 99.1
** Signature of Reporting Person
11/24/2009
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 Number.
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Exhibit 99.1
JOINT FILER INFORMATION
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"). The principal business address of each of Corvina, Cortaire,
Gamay, VGHL, the RBC Trustees and the RBC Trusts is La Motte Chambers, St.
Helier, Jersey JE1 1BJ. The principal business address of Sir Richard Branson is
Richard's House, the Valley, Virgin Gorda, Necker Island, British Virgin
Islands. The principal business address of Cougar and Plough is St. Paul's Gate,
New Street, St. Helier, Jersey JE4 8ZP. The principal business address of DBTSGL
and the DB Trusts is Lefebvre Court, Lefebvre Street, St Peter Port, Guernsey
GY1 3WT.
Name of Designated Filer: Corvina Holdings Limited
Date of Event Requiring Original Statement: November 24, 2009
Issuer Name and Ticker or Trading Symbol: Virgin Mobile USA, Inc. (NYSE: VM)
Date: November 24, 2009
Corvina Holdings Limited
/s/ Paul Fauvel
---------------------------------------Name: Paul Fauvel
Title: Director
Cortaire Limited
/s/ Paul Fauvel
---------------------------------------Name: Paul Fauvel
Title: Director
Gamay Holdings Limited
/s/ Paul Fauvel
---------------------------------------Name: Paul Fauvel
Title: Director
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Virgin Group Holdings Limited
/s/ Paul Fauvel
---------------------------------------Name: Paul Fauvel
Title: Director
Sir Richard Branson
/s/ Richard Branson
----------------------------------------
Cougar Investments Limited
/s/ Alison Jane Renouf
----------------------------------------
Name: Alison Jane Renouf
Title: Director
Plough Investments Limited
/s/ Alison Renouf
----------------------------------------
Name: Alison Renouf
Title: Director
RBC Trustees (C.I.) Limited
(as trustee for the RBC Trusts)
/s/ Paul Fauvel
----------------------------------------
Name: Paul Fauvel
Title: Director
Deutsche Bank Trustee Services
(Guernsey) Limited
/s/ Alison Jane Renouf
----------------------------------------
Name: Alison Jane Renouf
Title: Authorized Signatory
Deutsche Bank Trustee Services
(Guernsey) Limited
/s/ Tracy Ann Martel
----------------------------------------
Name: Tracy Ann Martel
Title: Authorized Signatory
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