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 *
IRVING ROBERT J JR
   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 _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Legal & Admin Officer
(Last)
(First)
(Middle)
C/O LEAP WIRELESS INTERNATIONAL, INC., 5887 COPLEY DRIVE		 3. Date of Earliest Transaction (Month/Day/Year)
12/06/2013
(Street)

SAN DIEGO, CA 92111		 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
Common Stock 12/06/2013   M   9,500 A $ 10.1 43,897 D  
Common Stock 12/06/2013   F   7,641 (1) D $ 17.09 36,256 D  
Common Stock 12/06/2013   F   3,652 (2) D $ 17.09 32,604 D  
Common Stock 12/06/2013   F   1,596 (2) D $ 17.09 31,008 D  
Common Stock 12/06/2013   A   8,500 A $ 0 39,508 D  
Common Stock 12/06/2013   F   4,435 (3) D $ 17.09 35,073 D  
Common Stock 12/06/2013   A   15,000 A $ 0 50,073 D  
Common Stock 12/06/2013   F   7,827 (4) D $ 17.09 42,246 D  
Common Stock               11,219 I by Trust

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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy) $ 10.1 12/06/2013   M     9,500   (5) 03/16/2022 Common Stock 9,500 $ 0 19,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
IRVING ROBERT J JR
C/O LEAP WIRELESS INTERNATIONAL, INC.
5887 COPLEY DRIVE
SAN DIEGO, CA 92111		       Chief Legal & Admin Officer  

Signatures

 By: Kristopher L. Hanson, Attorney-in-Fact For: Robert J. Irving, Jr.   12/10/2013
**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) Represents shares otherwise issuable upon exercise of the option that were withheld to pay the exercise price and withhholding taxes incurred in connection with the exercise.
(2) Represents the withholding of shares to cover taxes due on vesting of restricted stock award.
(3) These shares were withheld to cover taxes relating to the settlement of 8,500 performance share units, the vesting of which was accelerated by Leap Wireless International, Inc.'s Compensation Committee (the "Compensation Committee") effective December 6, 2013.
(4) These shares were withheld to cover taxes relating to the settlement of 15,000 performance share units, the vesting of which was accelerated by Leap Wireless International, Inc.'s Compensation Committee (the "Compensation Committee") effective December 6, 2013.
(5) The option, representing a right to purchase a total of 38,000 shares, initially was scheduled to vest in four equal installments on March 16, 2013, March 16, 2014, March 16, 2015 and March 16, 2016. Leap Wireless International, Inc.'s Compensation Committee approved accelerating the vesting of the portion that was scheduled to vest on March 16, 2014 (9,500) effective December 6, 2013.

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