John Barbour Form 4 LEAPFROG ENTERPRISES / JOHN BARBOUR ownership change

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^*

BARBOUR JOHN

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2016

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	03/15/2016		M		32,500	A	$0	409,446(1)	D
Class A Common Stock	03/15/2016		F		11,920	D	$0.99	397,526	D
Class A Common Stock	03/15/2016		M		27,500	A	$0	425,026	D
Class A Common Stock	03/15/2016		F		10,087	D	$0.99	414,939	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)	$0	03/15/2016		M			32,500	(2)	03/15/2016	Class A Common Stock	32,500	$0	0	D
Restricted Stock Unit (right to acquire)	$0	03/15/2016		M			27,500	(3)	03/15/2017	Class A Common Stock	27,500	$0	27,500	D

Explanation of Responses:

1. Includes 2,000 shares acquired under the Issuer's 2002 Employee Stock Purchase Plan on February 29, 2016.

2. Granted 3/15/2012 under the Issuer's 2011 Equity and Incentive Plan. Restricted Stock Units vest as to 25% of the shares on 3/15/2013, 3/15/2014, 3/15/2015 and 3/15/2016.

3. Granted 3/15/2013 under the Issuer's 2011 Equity and Incentive Plan. Restricted Stock Units vest as to 25% of the shares on 3/15/2014, 3/15/2015, 3/15/2016 and 3/15/2017.

	/s/ Robert L. Lattuga, Attorney-in-Fact on behalf of BARBOUR JOHN	03/17/2016
	** 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).
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