UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
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. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
4.50% Convertible Senior Notes due 2014 | Â (2) | 07/15/2014 | Common Stock | (3) | $ (3) | I | See footnote (1) |
Call Option (right to buy) | Â (2) | 10/17/2009 | Common Stock | 250,000 | $ 17.5 | I | See footnote (1) |
Call Option (right to buy) | Â (2) | 01/16/2010 | Common Stock | 30,000 | $ 20 | I | See footnote (1) |
Call Option (right to buy) | Â (2) | 01/16/2010 | Common Stock | 5,166,800 | $ 30 | I | See footnote (1) |
Call Option (right to buy) | Â (2) | 01/16/2010 | Common Stock | 3,000,000 | $ 35 | I | See footnote (1) |
Call Option (right to buy) | Â (2) | 01/16/2010 | Common Stock | 1,000,000 | $ 25 | I | See footnote (1) |
Call Option (right to buy) | Â (2) | 01/16/2010 | Common Stock | 50,000 | $ 32.5 | I | See footnote (1) |
Put Option (right to sell) | Â (2) | 10/17/2009 | Common Stock | 40,600 | $ 17.5 | I | See footnote (1) |
Put Option (right to sell) | Â (2) | 01/16/2010 | Common Stock | 67,600 | $ 17.5 | I | See footnote (1) |
Put Option (right to sell) | Â (2) | 01/16/2010 | Common Stock | 70,000 | $ 20 | I | See footnote (1) |
Put Option (right to sell) | Â (2) | 01/16/2010 | Common Stock | 44,800 | $ 12.5 | I | See footnote (1) |
Call Option (obligation to sell) | Â (2) | 01/16/2010 | Common Stock | 1,000,000 | $ 26 | I | See footnote (1) |
Call Option (obligation to sell) | Â (2) | 01/16/2010 | Common Stock | 5,750,000 | $ 30.75 | I | See footnote (1) |
Call Option (obligation to sell) | Â (2) | 01/16/2010 | Common Stock | 3,000,000 | $ 34 | I | See footnote (1) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
GOLDMAN SACHS GROUP INC 85 BROAD ST NEW YORK, NY 10004 |
 |  X |  |  |
GOLDMAN SACHS & CO 85 BROAD STREET NEW YORK, NY 10004 |
 |  X |  |  |
/s/ Kevin P. Treanor, Attorney-in-fact | 10/05/2009 | |
**Signature of Reporting Person | Date | |
/s/ Kevin P. Treanor, Attorney-in-fact | 10/05/2009 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(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). |
(1) | This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group") and Goldman, Sachs & Co. ("Goldman Sachs" and, together with GS Group, the "Reporting Persons"). The securities reported herein are beneficially owned directly by Goldman Sachs and may be deemed to be beneficially owned indirectly by GS Group. Goldman Sachs is a wholly-owned subsidiary of GS Group. Goldman Sachs also has aggregate open short positions of 129,037 shares of Leap Wireless International, Inc. (the "Company") common stock, par value $0.0001 per share (the "Common Stock") that were put in place before the Reporting Persons were greater than 10% beneficial owners. |
(2) | Currently exercisable. |
(3) | In accordance with the conversion terms and conditions set forth in the Indenture, dated as of June 25, 2008 (the "Indenture"), the conversion rate of the 4.5% Convertible Senior Notes due 2014 (the "Notes") will be determined on the conversion date, based on a formula that is adjusted by the then market price of the Common Stock and the occurrence of certain events. Accordingly, as of September 30, 2009, the Reporting Persons beneficially owned Notes convertible into 1,513 shares of Common Stock, based on the applicable conversion rate of 10.729 per $1,000 principal amount of the Notes, pursuant to the terms and conditions of the Indenture. |