DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 (the Amendment) relates to the following Registration
Statement on Form S-8 (note that the share number listed does not take into account corporate
actions, such as stock splits, taken in the interim): Registration Statement 333-146621 (the
Registration Statement) registering 7,726,384 shares of Class A common stock, par value $0.01 per
share (the Common Stock), of Virgin Mobile USA, Inc. (the Company) for the Companys 2007
Omnibus Incentive Compensation Plan.
On November 24, 2009, the Company completed its merger (the Merger) with Sprint Mozart, Inc.
(Merger Sub), a wholly owned subsidiary of Sprint Nextel Corporation (Sprint Nextel), whereby
Merger Sub merged with and into the Company with the Company continuing as the surviving
corporation in the Merger as a wholly owned subsidiary of Sprint Nextel. The Merger was effected
pursuant to an Agreement and Plan of Merger, dated as of July 27, 2009, among the Company, Sprint
Nextel and Merger Sub.
As a result of the Merger, the Company has terminated any offering of the Companys securities
pursuant to the Registration Statement. In accordance with an undertaking made by the Company in
Part II of the Registration Statement to remove from registration, by means of a post-effective
amendment, any of the securities that had been registered for issuance that remain unsold at the
termination of the offering, the Company hereby removes from registration all of such securities of
the Company registered but unsold under the Registration Statement, if any.