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Form 4 LEAPFROG ENTERPRISES For: Apr 04 Filed by: ARTHUR RAYMOND L

April 6, 2016 9:27 PM EDT
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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OMB Number: 3235-0287
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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 *
ARTHUR RAYMOND L
(Last) (First) (Middle)
LEAPFROG ENTERPRISES, INC.
6401 HOLLIS STREET, SUITE 100
(Street)
EMERYVILLE CA 94608
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
LEAPFROG ENTERPRISES INC [ LF ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
04/04/2016
4. If Amendment, Date of 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
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
Class A Common Stock 04/04/2016   U   119,911 D $ 1 0 D  
Class A Common Stock 04/04/2016   M   7,500 (1) A (2) 7,500 D  
Class A Common Stock 04/04/2016   U   7,500 (3) D $ 1 0 D  
Class A Common Stock 04/04/2016   M   39,000 (1) A (2) 39,000 D  
Class A Common Stock 04/04/2016   U   39,000 (3) D $ 1 0 D  
Class A Common Stock 04/04/2016   M   75,000 (1) A (2) 75,000 D  
Class A Common Stock 04/04/2016   U   75,000 (3) D $ 1 0 D  
Class A Common Stock 04/04/2016   M   25,000 (1) A (2) 25,000 D  
Class A Common Stock 04/04/2016   U   25,000 (3) D $ 1 0 D  
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Unit (right to acquire) (2) 04/04/2016   M     7,500   (4) 03/15/2017 Class A Common Stock 7,500 $ 0 0 D  
Restricted Stock Unit (right to acquire) (2) 04/04/2016   M     39,000   (5) 04/15/2018 Class A Common Stock 39,000 $ 0 0 D  
Restricted Stock Unit (right to acquire) (2) 04/04/2016   M     75,000   (6) 04/15/2019 Class A Common Stock 75,000 $ 0 0 D  
Restricted Stock Unit (right to acquire) (2) 04/04/2016   M     25,000 07/16/2016 (7) 07/16/2016 Class A Common Stock 25,000 $ 0 0 D  
Explanation of Responses:
1. All Restricted Stock Units vested in accordance with Agreement and Plan of Merger among LeapFrog Enterprises, Inc., VTech Acquisition Sub, L.L.C. and VTech Holdings Limited dated February 5, 2016 (the "Merger Agreement".
2. Restricted Stock Units convert in Class A Common Stock on a one-for-one basis.
3. All vested Restricted Stock Units converted into right to receive $1.00 per underlying share pursuant to Merger Agreement.
4. Granted 3/15/2013 under Issuer's 2011 Equity and Incentive Plan. Restricted Stock Units vest 25% annually on the 1st, 2nd, 3rd, and 4th anniversary of the date of grant, exercisability accelerated under terms of grant upon occurrence of a triggering issuance event.
5. Granted 4/15/2014 under Issuer's 2011 Equity and Incentive Plan. Restricted Stock Units vest 25% annually on the 1st, 2nd, 3rd, and 4th anniversary of the date of grant, exercisability accelerated under terms of grant upon occurrence of a triggering issuance event.
6. Granted 4/15/2015 under Issuer's 2011 Equity and Incentive Plan. Restricted Stock Units vested 25% annually on the 1st, 2nd, 3rd, and 4th anniversary of the date of grant, exercisability accelerated under terms of grant upon occurrence of a triggering issuance event.
7. Granted 7/16/2012 under Issuer's 2011 Equity and Incentive Plan. Restricted Stock Units vest 25% annually on the 1st, 2nd, 3rd, and 4th anniversary of the date of grant, exercisability accelerated under terms of grant upon occurrence of a triggering issuance event.
/s/ Robert L. Lattuga, Attorney-in-Fact on behalf of ARTHUR RAYMOND L 04/06/2016
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

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