FORM 4
[ X ] 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 *

SK TELECOM CO 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)

11 EULJIRO 2-GA, JUNG-GU 		3. Date of Earliest Transaction (MM/DD/YYYY)

11/24/2009
(Street)

SEOUL, M5 100-999
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

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

_ X _ Form filed by One Reporting Person
___ 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   11/24/2009     C    3117647   (1) A $0   (1) 14141865   D   (2)  
Class A Common Stock   11/24/2009     J (3)    14141865   D   (3) 0   D    
Class A Common Stock   11/24/2009     J (4)    19349   D   (4) 0   I   (5) Through subsidiary   (5)

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
Series A Preferred Stock     (6) 11/24/2009     C         26500   (7)     (8)   (8) Class A Common Stock   3117647   (6) (7) $0   0   D   (9)  

Explanation of Responses:
( 1)  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.
( 2)  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.
( 3)  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.
( 4)  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.
( 5)  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.
( 6)  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.
( 7)  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.
( 8)  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.
( 9)  Reflects liquidation of wholly owned subsidiary SK Telecom USA Holdings, Inc. which previously directly held the shares of Series A Preferred Stock.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
SK TELECOM CO LTD
11 EULJIRO 2-GA, JUNG-GU
SEOUL, M5 100-999
X


Signatures
/s/ Michele Maney, Attorney-in-Fact 11/25/2009
** 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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