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Filing Details

Accession Number:: 0001181431-10-053901
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2010-11-05 21:35:12
Reporting Period:: 2010-10-12

Filing Date:: 2010-11-05
Accepted Time:: 2010-11-05 21:35:12
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1138951	Leapfrog Enterprises Inc	LF	Games, Toys & Children's Vehicles (No Dolls & Bicycles) (3944)	954700094

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1045218	R Michael Milken	1250 Fourth Street Santa Monica CA 90401	No	No	Yes	No
1261505	J Lowell Milken	1250 Fourth Street Santa Monica CA 90401	No	No	Yes	No
1271126	Et Holdings Llc	1250 Fourth Street Santa Monica CA 90401	No	No	Yes	No
1275753	Hampstead Associates Llc	1250 Fourth Street Santa Monica CA 90401	No	No	Yes	No
1275754	Ridgeview Associates Llc	1250 Fourth Street Santa Monica CA 90401	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock, $.0001 Par Value	Acquisiton	2010-11-03	2,000,000	$0.00	2,000,000	No	4	C	Direct
Class A Common Stock, $.0001 Par Value	Disposition	2010-11-03	152,000	$6.23	1,848,000	No	4	S	Direct
Class A Common Stock, $.0001 Par Value	Disposition	2010-11-04	100,000	$6.00	1,748,000	No	4	S	Direct
Class A Common Stock, $.0001 Par Value	Disposition	2010-11-05	150,000	$5.64	1,598,000	No	4	S	Direct
Class A Common Stock, $.0001 Par Value	Acquisiton	2010-10-12	275,000	$0.00	315,137	No	4	C	Indirect	By Lowell J. Milken

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	4	C	Indirect	By Lowell J. Milken

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock, $.000 Par Value	Class B Common Stock, $.0001 par value	Disposition	2010-11-03	2,000,000	$0.00	2,000,000	$0.00
Class A Common Stock, $.000 Par Value	Class B Common Stock, $.0001 par value	Disposition	2010-10-12	275,000	$0.00	275,000	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
2,336,216			No	4	C	Direct
521,335			No	4	C	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Common Stock, $.0001 Par Value	601,789	Indirect	By Michael R. Milken

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Class A Common Stock, $.000 Par Value	Class B Common Stock, $.0001 par value	$0.00			5,039,937	5,039,937	Indirect
Class A Common Stock, $.000 Par Value	Class B Common Stock, $.0001 par value	$0.00			11,579	11,579	Indirect

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
	5,039,937	5,039,937	Indirect
	11,579	11,579	Indirect

Footnotes

Class B Common Stock is convertible into Class A Common Stock at any time on a one-for-one basis and has no expiration date.
The price reported in Column 4 is a weighted average price. These shares were sold by ET Holdings, L.L.C., a Delaware limited liability company ("ET Holdings"), in multiple transactions at prices ranging from $6.20 to $6.37, inclusive. ET Holdings undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
The price reported in Column 4 is a weighted average price. These shares were sold by ET Holdings in multiple transactions at prices ranging from $5.98 to $6.20, inclusive. ET Holdings undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
The price reported in Column 4 is a weighted average price. These shares were sold by ET Holdings in multiple transactions at prices ranging from $5.55 to $5.77, inclusive. ET Holdings undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
These shares are held of record by ET Holdings.
These shares are held of record by Lowell J. Milken.
These shares are held of record by Michael R. Milken.
These shares are held of record by Hampstead Associates, L.L.C., a Delaware limited liability company ("Hampstead").
Hampstead is the sole manager and the sole member of ET Holdings, and in such capacities may be deemed to have the power to direct the voting and disposition of, and to share beneficial ownership of, any securities owned of record by ET Holdings. Knowledge Universe LLC, a California limited liability company (formerly known as Ridgeview Associates, L.L.C.) ("KU"), is the manager and a member of Hampstead, and in such capacities may be deemed to have the power to direct the voting and disposition of, and to share beneficial ownership of, any securities owned of record by Hampstead. (Continued in Footnote 10)
Messrs. Michael R. Milken and Lowell J. Milken may each be deemed to be a controlling person of each of Hampstead and KU, and in such capacities may be deemed to have the power to direct the voting and disposition of, and to share beneficial ownership of, any securities owned of record, or beneficially owned, by each of ET Holdings, Hampstead and KU, but each disclaims such beneficial ownership except to the extent of his pecuniary interest therein.
ET Holdings, Hampstead, KU, Michael R. Milken and Lowell J. Milken may be deemed to be a group. Each of ET Holdings, Hampstead, KU and Messrs. Michael R. Milken and Lowell J. Milken disclaims such group membership. The filing of this statement shall not be deemed an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934, or otherwise, that any one of ET Holdings, Hampstead, KU, Michael R. Milken or Lowell J. Milken is the beneficial owner of equity securities covered by this statement or any other statement that are beneficially owned, directly or indirectly, by any other person.