CUSIP No. |
92769R108 |
Page | 2 |
of | 6 |
1 | NAMES OF REPORTING PERSONS Sprint Ventures, Inc. |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
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(a) o | |||||||||||
(b) þ | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
00 | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
Kansas | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 0 | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 52,044,315 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 12,058,626 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
0 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
52,044,315 | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
62.7% | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
CO |
CUSIP No. |
92769R108 |
Page | 3 |
of | 6 |
Item 5. | Interest in Securities of the Issuer. |
52,044,315 shares of Class A Common Stock. This beneficial ownership results from: (i) the Reporting Persons ownership of a limited partnership interest in Virgin Mobile USA, L.P. (an indirect, majority-owned subsidiary of the Issuer) (VMU Opco), which interest is initially exchangeable for 12,058,626 shares of Class A Common Stock of the Issuer, and the Reporting Persons ownership of one share of the Issuers Class B Common Stock, which is entitled to a number of votes that is equal to the total number of shares of Class A Common Stock for which such limited partnership interest is exchangeable; (ii) 25,851,771 shares of Class A Common Stock beneficially owned by the Virgin Group; and (iii) 14,133,918 shares of Class A Common Stock beneficially owned by SK Telecom. The Reporting Person, the Virgin Group and SK Telecom may be deemed to share beneficial ownership of the above-referenced shares as a result of being parties to the Amended and Restated Stockholders Agreement, a copy of which was filed as Exhibit 4.1 to the Current Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on August 28, 2008. The Reporting Person does not affirm the existence of a group with Virgin Group and SK Telecom and disclaims beneficial ownership of the shares beneficially owned by the Virgin Group and SK Telecom. The Reporting Person is not responsible for the completeness and accuracy of the information concerning the Virgin Group or SK Telecom. | |||
Percent of class: | |||
62.7% based on (i) 53,707,076 shares of Class A Common Stock of the Issuer outstanding as of October 31, 2008 (as reported by the Issuer in its Form 10-Q for the quarterly period ended September 30, 2008), plus (ii) 115,062 shares of Class A Common Stock that may be acquired by the Virgin Group upon the conversion of its shares of Class C Common Stock of the Issuer, plus (iii) the shares of Class A Common Stock underlying a limited partnership interest in VMU Opco held by the Reporting Person, which interest is initially exchangeable for 12,058,626 shares of Class A Common Stock of the Issuer, and the 10,999,373 shares of Class A Common Stock of the Issuer held by |
CUSIP No. |
92769R108 |
Page | 4 |
of | 6 |
SK Telecom (which were issued to SK Telecom in respect of its limited partnership interest in VMU Opco pursuant to its election to exchange such interest for shares of Class A Common Stock), plus (iv) 5,882,353 shares of Class A Common Stock issuable upon conversion of the Series A Preferred Stock of the Issuer owned by the Virgin Group and SK Telecom, subject to stockholder approval of the Issuer, plus (v) one share of the Issuers Class B Common Stock held by the Reporting Person, which is entitled to a number of votes that is equal to the total number of shares of Class A Common Stock for which the Reporting Persons limited partnership interest in VMU Opco is exchangeable, plus (vi) 193,368 shares of Class A Common Stock beneficially owned by Helio, Inc., currently controlled by SK Telecom. |
To the knowledge of the Reporting Person, none of the persons named in Item 2 in the Schedule 13D (other than the Reporting Person) beneficially owns any shares of the Issuers Class A Common Stock. |
(ii) Shared power to vote or to direct the vote: 52,044,315 | |||
(iii) Sole power to dispose or to direct the disposition of: 12,058,626 | |||
(iv) Shared power to dispose or to direct the disposition of: 0 |
Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
CUSIP No. |
92769R108 |
Page | 5 |
of | 6 |
CUSIP No. |
92769R108 |
Page | 6 |
of | 6 |
December 19 , 2008 | ||||
Date | ||||
/s/ Douglas B. Lynn | ||||
Signature | ||||
Douglas B. Lynn, Vice President | ||||
Name/Title |
Exhibit | Description | |
Exhibit 99.8 | Voting Agreement, dated as of December 9, 2008, between
Virgin Mobile USA, Inc. and Sprint Ventures, Inc.
(incorporated by reference to Exhibit 10.2 to the Issuers
Current Report on Form 8-K filed on December 11, 2008) |
Name | Position | Address | Principal Occupation | Citizenship | ||||
Directors |
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Scott W. Andreasen
|
Director | c/o Sprint Nextel Corporation 6200 Sprint Parkway Overland Park, Kansas 66251 |
Assistant Secretary of Sprint Nextel Corporation | United States | ||||
Charles R. Wunsch
|
Director | c/o Sprint Nextel Corporation 6200 Sprint Parkway Overland Park, Kansas 66251 |
General Counsel and Corporate Secretary of Sprint Nextel Corporation | United States | ||||
Executive Officers |
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Keith Cowan
|
President | c/o Sprint Nextel Corporation 6200 Sprint Parkway Overland Park, Kansas 66251 |
President, Strategy and Corporate Development and Acting President, CDMA of Sprint Nextel Corporation | United States | ||||
Christopher J.
Gregoire
|
Vice President | c/o Sprint Nextel Corporation 6200 Sprint Parkway Overland Park, Kansas 66251 |
Vice President and Principal Accounting Officer of Sprint Nextel Corporation | United States | ||||
Greg D. Block
|
Vice President and Treasurer | c/o Sprint Nextel Corporation 6200 Sprint Parkway Overland Park, Kansas 66251 |
Vice President and Treasurer of Sprint Nextel Corporation | United States | ||||
Timothy P. OGrady
|
Director and Vice President and Secretary | c/o Sprint Nextel Corporation 6200 Sprint Parkway Overland Park, Kansas 66251 |
Vice President, Legal Securities and Governance and Assistant Secretary of Sprint Nextel Corporation | United States |
Name | Position | Address | Principal Occupation | Citizenship | ||||
Douglas B. Lynn
|
Vice President | c/o Sprint Nextel Corporation 6200 Sprint Parkway Overland Park, Kansas 66251 |
Vice President Corporate Development of Sprint Nextel Corporation | United States |
Name | Position | Address | Principal Occupation | Citizenship | ||||
Directors Robert R. Bennett |
Director |
c/o Sprint Nextel Corporation 6200 Sprint Parkway Overland Park, Kansas 66251 |
President of Discovery Holding Company, provider of creative, media management and network services and non-fiction entertainment |
United States |
||||
Gordon M. Bethune
|
Director | c/o Sprint Nextel Corporation 6200 Sprint Parkway Overland Park, Kansas 66251 |
Retired | United States | ||||
Larry C. Glasscock
|
Director | c/o Sprint Nextel Corporation 6200 Sprint Parkway Overland Park, Kansas 66251 |
Chairman of the Board of WellPoint, Inc., a health benefits company | United States | ||||
James H. Hance, Jr.
|
Director | c/o Sprint Nextel Corporation 6200 Sprint Parkway Overland Park, Kansas 66251 |
Chairman of the Board of Sprint Nextel Corporation | United States | ||||
V. Janet Hill
|
Director | c/o Sprint Nextel Corporation 6200 Sprint Parkway Overland Park, Kansas 66251 |
Vice President of Alexander & Associates, Inc., a corporate consulting firm | United States | ||||
William O.
Hockaday, Jr.
|
Director | c/o Sprint Nextel Corporation 6200 Sprint Parkway Overland Park, Kansas 66251 |
Retired | United States |
Name | Position | Address | Principal Occupation | Citizenship | ||||
Sven-Christer Nilsson |
Director | c/o Sprint Nextel Corporation 6200 Sprint Parkway Overland Park, Kansas 66251 |
Founder/Owner of Ripasso AB, a business advisory company | Sweden | ||||
William R. Nuti
|
Director | c/o Sprint Nextel Corporation 6200 Sprint Parkway Overland Park, Kansas 66251 |
Chairman of the Board, Chief Executive Officer and President of NCR Corporation, a global technology company | United States | ||||
Rodney ONeal
|
Director | c/o Sprint Nextel Corporation 6200 Sprint Parkway Overland Park, Kansas 66251 |
Chief Executive Officer and President of Delphi Corporation | United States | ||||
Executive
Officers |
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Daniel R. Hesse
|
Director and President and Chief Executive Officer | Sprint Nextel Corporation 6200 Sprint Parkway Overland Park, Kansas 66251 |
Director and President and Chief Executive Officer of Sprint Nextel Corporation | United States | ||||
Robert H. Brust
|
Chief Financial Officer |
Sprint Nextel Corporation 6200 Sprint Parkway Overland Park, Kansas 66251 |
Chief Financial Officer of Sprint Nextel Corporation | United States | ||||
Charles R. Wunsch
|
General Counsel and Corporate Secretary | Sprint Nextel Corporation 6200 Sprint Parkway Overland Park, Kansas 66251 |
General Counsel and Corporate Secretary of Sprint Nextel Corporation | United States | ||||
Keith O. Cowan
|
President, Strategy and Corporate Development and Acting President, CDMA | Sprint Nextel Corporation 6200 Sprint Parkway Overland Park, Kansas 66251 |
President, Strategy and Corporate Development and Acting President, CDMA of Sprint Nextel Corporation | United States |
Name | Position | Address | Principal Occupation | Citizenship | ||||
Christopher J.
Gregoire
|
Vice President and Principal Accounting Officer | Sprint Nextel Corporation 6200 Sprint Parkway Overland Park, Kansas 66251 |
Vice President and Principal Accounting Officer of Sprint Nextel Corporation | United States | ||||
Paget L. Alves
|
President Sales and Distribution | Sprint Nextel Corporation 6200 Sprint Parkway Overland Park, Kansas 66251 |
President Sales and Distribution of Sprint Nextel Corporation | United States | ||||
Steven L. Elfman
|
President Network Operations and Wholesale | Sprint Nextel Corporation 6200 Sprint Parkway Overland Park, Kansas 66251 |
President Network Operations and Wholesale of Sprint Nextel Corporation | United States | ||||
Robert L. Johnson
|
Chief Service Officer |
Sprint Nextel Corporation 6200 Sprint Parkway Overland Park, Kansas 66251 |
Chief Service Officer of Sprint Nextel Corporation | United States |