Edgar Filing: SPRINT NEXTEL CORP

Ownership Submission

FORM 4

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

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

SCHULMAN DANIEL H

2. Issuer Name and Ticker or Trading Symbol
SPRINT NEXTEL CORP [S]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
President, Prepaid

(Last)

(First)

(Middle)

C/O SPRINT NEXTEL CORPORATION, 6200 SPRINT PARKWAY

3. Date of Earliest Transaction (Month/Day/Year)
11/24/2009

(Street)

OVERLAND PARK, KS 66251

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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
Series 1 common stock	11/24/2009		A		2,167,517	A	⁽¹⁾ ⁽²⁾ ⁽³⁾	2,167,517	D

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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)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Options to purchase Series 1 common stock

$ 0.78

11/24/2009

1,230,120

⁽⁴⁾

11/12/2018

Series 1 common stock

1,230,120

⁽⁴⁾

1,230,120

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SCHULMAN DANIEL H C/O SPRINT NEXTEL CORPORATION 6200 SPRINT PARKWAY OVERLAND PARK, KS 66251			President, Prepaid

Signatures

/s/ Daniel H. Schulman		11/27/2009
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Pursuant to the Agreement and Plan of Merger, dated as of July 27, 2009, by and among the Issuer, Virgin Mobile USA, Inc. ("VMU") and Sprint Mozart, Inc., a wholly owned subsidiary of the Issuer ("Merger Sub"), Merger Sub merged with and into VMU on November 24, 2009, with VMU surviving the merger as the surviving corporation (the "Merger").
(2)	In connection with the Merger, (a) 133,372 shares of Class A common stock, par value $0.01 per share, of VMU ("VMU Stock") with respect to a restricted stock award were cancelled at the effective time of the Merger and converted into 182,292 shares of Series 1 common stock of the Issuer ("Issuer Stock") with respect to a restricted stock award vesting on May 23, 2010; (ii) restricted stock units representing 266,667 shares of VMU Stock were cancelled at the effective time of the Merger and converted into restricted stock units representing 364,480 shares of Issuer Stock vesting on May 24, 2010; and (iii) restricted stock units representing 900,000 shares of VMU Stock were cancelled at the effective time of the Merger and converted into restricted stock units representing 1,230,120 shares of Issuer Stock vesting on May 24, 2010.
(3)	Pursuant to the Employment Agreement, dated as of July 27, 2009, by and between the reporting person and the Issuer, on the effective date of the Merger, the reporting person was granted restricted stock units representing 390,625 shares of Issuer Stock vesting 50% on December 31, 2010 and the remaining 50% vesting on December 31, 2011.
(4)	In connection with the Merger, an option to purchase 900,000 shares of VMU Stock for $1.06 per share was assumed by the Issuer and replaced with an option to purchase 1,230,120 shares of Issuer Stock for $0.78 per share vesting on May 24, 2010.

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