SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

LUCE MICHAEL D

(Last)

(First)

(Middle)

2100 THIRD AVENUE NORTH

SUITE 600

(Street)

BIRMINGHAM

35203

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LEAP WIRELESS INTERNATIONAL INC [ LEAP ]

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

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/19/2008

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

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

	Form filed by One Reporting Person
X	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. 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/20/2008		S		10,000	D	$51.83	0⁽¹⁾⁽²⁾	I	By Harbert Capital Structure and Convertible Arbitrage Master Fund, Ltd.
Common Stock	06/23/2008		P		10,000	A	$50.31	0⁽¹⁾⁽²⁾	I	By Harbert Capital Structure and Convertible Arbitrage Master Fund, Ltd.
Common Stock								6,800,000⁽³⁾	I	By Harbinger Capital Partners Master Fund I, Ltd.
Common Stock								3,425,000⁽⁴⁾	I	By Harbinger Capital Partners Special Situations Fund, L.P.

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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
4.5% Convertible Bonds	$93.21	06/19/2008		P		1,000		06/19/2008	07/15/2014	Common Stock	10,729	$1,000	1,000⁽¹⁾	I	By Harbert Capital Structure and Convertible Arbitrage Master Fund, Ltd.
4.5% Convertible Bonds	$93.21	06/23/2008		S		1,000		06/19/2008	07/15/2014	Common Stock	10,729	$982.5	0⁽¹⁾	I	By Harbert Capital Structure and Convertible Arbitrage Master Fund, Ltd.

1. Name and Address of Reporting Person^*

LUCE MICHAEL D

(Last)

(First)

(Middle)

2100 THIRD AVENUE NORTH

SUITE 600

(Street)

BIRMINGHAM

35203

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

HARBERT RAYMOND J

(Last)

(First)

(Middle)

2100 THIRD AVENUE NORTH

SUITE 600

(Street)

BIRMINGHAM

35203

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. These securities are owned by Harbert Capital Structure and Convertible Arbitrage Master Fund, Ltd. (the "Capital Structure Fund"). These securities may be deemed to be beneficially owned by Raymond J. Harbert and Michael D. Luce. Raymond J. Harbert and Michael D. Luce are members of the entity that serves as the managing member of the investment manager of the Capital Structure Fund. Each entity or person disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such entity or person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

2. On June 20, 2008, the Capital Structure Fund sold these securities pursuant to a short transaction. On June 23, 2008, the Capital Structure Fund covered the short transaction. As of the date of this filing, the Capital Structure Fund no longer owns any securities of the issuer.

3. These securities are owned by Harbinger Capital Partners Master Fund I, Ltd. (the "Master Fund"). These securities may be deemed to be beneficially owned by Raymond J. Harbert and Michael D. Luce. Raymond J. Harbert and Michael D. Luce are members of the entity that serves as the managing member of the investment manager of the Master Fund. Each entity or person disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such entity or person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

4. These securities are owned by Harbinger Capital Partners Special Situations Fund, L.P. (the "Special Situations Fund"). These securities may be deemed to be beneficially owned by Raymond J. Harbert and Michael Luce. Raymond J. Harbert and Michael D. Luce are shareholders of the entity that wholly owns the managing member of the Special Situations Fund's general partner. Each entity or person disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such entity or person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

	/s/ Michael D. Luce	06/23/2008
	/s/ Raymond J. Harbert	06/23/2008
	** Signature of Reporting Person	Date
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