Edgar Filing: ET HOLDINGS LLC

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 3)¹

LeapFrog Enterprises, Inc.

(Name of Issuer)

CLASS A COMMON STOCK, $.0001 PAR VALUE

(Title of Class of Securities)

52186N 10 6

(CUSIP Number)

December 31, 2009

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

o Rule 13d-1(c)

þ Rule 13d-1(d)

¹ The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.		52186N 10 6	13G


1.	NAME OF REPORTING PERSON I.R.S. Identification No. of Above Persons (Entities Only) ET HOLDINGS, L.L.C.


2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) þ

3.	SEC USE ONLY



4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		5.	SOLE VOTING POWER

NUMBER OF			4,336,216 shares (1)

SHARES		6.	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			-0-

EACH		7.	SOLE DISPOSITIVE POWER
REPORTING
PERSON			4,336,216 shares (1)

WITH		8.	SHARED DISPOSITIVE POWER

			-0-

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	4,336,216 shares (1)

10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	o

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	10.5%(2)

12.	TYPE OF REPORTING PERSON

	OO

(1) Includes an aggregate of 4,336,216 shares of Class A Common Stock that are issuable upon conversion of 4,336,216 shares of Class B Common Stock held by the reporting person.

(2) Based on 36,882,740 shares of Class A Common Stock of LeapFrog Enterprises, Inc. outstanding as of October 30, 2009, as reported by LeapFrog Enterprises, Inc. in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2009 and assumes that an additional 4,336,216 shares of Class A Common Stock are outstanding upon conversion of 4,336,216 shares of Class B Common Shares held by the reporting person.

Page 2 of 12 pages.


CUSIP No.		52186N 10 6	13G


1.	NAME OF REPORTING PERSON I.R.S. Identification No. of Above Persons (Entities Only) HAMPSTEAD ASSOCIATES, L.L.C.


2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) þ

3.	SEC USE ONLY



4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		5.	SOLE VOTING POWER

NUMBER OF			11,579 shares (1)

SHARES		6.	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			4,336,216 shares (2)

EACH		7.	SOLE DISPOSITIVE POWER
REPORTING
PERSON			11,579 shares (1)

WITH		8.	SHARED DISPOSITIVE POWER

			4,336,216 shares (2)

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	4,347,795 shares (3)

10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	o

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	10.5%(4)

12.	TYPE OF REPORTING PERSON

	OO

(1) Includes an aggregate of 11,579 shares of Class A Common Stock that are issuable upon conversion of 11,579 shares of Class B Common Stock held by the reporting person.

(2) Includes an aggregate of 4,336,216 shares of Class A Common Stock that are issuable upon conversion of 4,336,216 shares of Class B Common Stock held by the reporting persons.

(3) Includes an aggregate of 4,347,795 shares of Class A Common Stock that are issuable upon conversion of 4,347,795 shares of Class B Common Stock held by the reporting persons.

(4) Based on 36,882,740 shares of Class A Common Stock of LeapFrog Enterprises, Inc. outstanding as of October 30, 2009, as reported by LeapFrog Enterprises, Inc. in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2009 and assumes that an additional 4,347,795 shares of Class A Common Stock are outstanding upon conversion of 4,347,795 shares of Class B Common Shares held by the reporting person.

Page 3 of 12 pages.


CUSIP No.		52186N 10 6	13G


1.	NAME OF REPORTING PERSON I.R.S. Identification No. of Above Persons (Entities Only) RIDGEVIEW ASSOCIATES LLC


2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) þ

3.	SEC USE ONLY



4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	California

		5.	SOLE VOTING POWER

NUMBER OF			-0-

SHARES		6.	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			4,347,795 shares (1)

EACH		7.	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-

WITH		8.	SHARED DISPOSITIVE POWER

			4,347,795 shares (1)

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	4,347,795 shares (1)

10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	o

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	10.5%(2)

12.	TYPE OF REPORTING PERSON

	OO

(1) Includes an aggregate of 4,347,795 shares of Class A Common Stock that are issuable upon conversion of 4,347,795 shares of Class B Common Stock held by the reporting person.

(2) Based on 36,882,740 shares of Class A Common Stock of LeapFrog Enterprises, Inc. outstanding as of October 30, 2009, as reported by LeapFrog Enterprises, Inc. in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2009 and assumes that an additional 4,347,795 shares of Class A Common Stock are outstanding upon conversion of 4,347,795 shares of Class B Common Shares held by the reporting person.

Page 4 of 12 pages.


CUSIP No.		52186N 10 6	13G


1.	NAME OF REPORTING PERSON I.R.S. Identification No. of Above Persons (Entities Only) MICHAEL R. MILKEN


2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) þ

3.	SEC USE ONLY



4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	USA

		5.	SOLE VOTING POWER

NUMBER OF			5,641,726 shares (1)

SHARES		6.	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			4,347,795 shares (2)

EACH		7.	SOLE DISPOSITIVE POWER
REPORTING
PERSON			5,641,726 shares (1)

WITH		8.	SHARED DISPOSITIVE POWER

			4,347,795 shares (2)

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	9,989,521 shares (3)

10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	o

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	21.6%(4)

12.	TYPE OF REPORTING PERSON

	IN

(1) Includes an aggregate of (a) 601,789 shares of Class A Common Stock and (b) 5,039,937 shares of Class A Common Stock that are issuable upon conversion of 5,039,937 shares of Class B Common Stock held by the reporting person.

(2) Includes an aggregate of 4,347,795 shares of Class A Common Stock that are issuable upon conversion of 4,347,795 shares of Class B Common Stock held by the reporting persons.

(3) Includes an aggregate of (a) 601,789 shares of Class A Common Stock and (b) 9,387,732 shares of Class A Common Stock that are issuable upon conversion of 9,387,732 shares of Class B Common Stock held by the reporting persons.

(4) Based on 36,882,740 shares of Class A Common Stock of LeapFrog Enterprises, Inc. outstanding as of October 30, 2009, as reported by LeapFrog Enterprises, Inc. in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2009 and assumes that an additional 9,387,732 shares of Class A Common Stock are outstanding upon conversion of 9,387,732 shares of Class B Common Shares held by the reporting person.

Page 5 of 12 pages.


CUSIP No.		52186N 10 6	13G


1.	NAME OF REPORTING PERSON I.R.S. Identification No. of Above Persons (Entities Only) LOWELL J. MILKEN


2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) þ

3.	SEC USE ONLY



4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	USA

		5.	SOLE VOTING POWER

NUMBER OF			836,472 shares (1)

SHARES		6.	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			4,347,795 shares (2)

EACH		7.	SOLE DISPOSITIVE POWER
REPORTING
PERSON			836,472 shares (1)

WITH		8.	SHARED DISPOSITIVE POWER

			4,347,795 shares (2)

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	5,184,267 shares (3)

10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	o

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	12.3%(4)

12.	TYPE OF REPORTING PERSON

	IN

(1) Includes an aggregate of (a) 40,137 shares of Class A Common Stock and (b) 796,335 shares of Class A Common Stock that are issuable upon conversion of 796,335 shares of Class B Common Stock held by the reporting person.

(2) Includes an aggregate of 4,347,795 shares of Class A Common Stock that are issuable upon conversion of 4,347,795 shares of Class B Common Stock held by the reporting persons.

(3) Includes an aggregate of (a) 40,137 shares of Class A Common Stock and (b) 5,144,130 shares of Class A Common Stock that are issuable upon conversion of 5,144,130 shares of Class B Common Stock held by the reporting persons.

(4) Based on 36,882,740 shares of Class A Common Stock of LeapFrog Enterprises, Inc. outstanding as of October 30, 2009, as reported by LeapFrog Enterprises, Inc. in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2009 and assumes that an additional 5,144,130 shares of Class A Common Stock are outstanding upon conversion of 5,144,130 shares of Class B Common Shares held by the reporting person.

Page 6 of 12 pages.

Item 1.

	(a)		Name of Issuer:

			LeapFrog Enterprises, Inc.

	(b)		Address of Issuer’s Principal Executive Offices:

			6401 Hollis Street, Suite 150 Emeryville, CA 94608

Item 2.

	(a)		Name of Persons Filing:

			ET Holdings, L.L.C. Hampstead Associates, L.L.C. Ridgeview Associates, LLC Lowell J. Milken Michael R. Milken

	(b)		Address of Principal Business Office:

			1250 Fourth Street Santa Monica, California 90401

	(c)		Citizenship:

			See Item 4 of each cover page.

	(d)		Title of Class of Securities:

			Class A Common Stock, par value $.0001

	(e)		CUSIP Number:

			52186N 10 6


Item 3.		If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Not applicable.


Item 4.		Ownership.

(a)

Amount Beneficially Owned:

ET Holdings, L.L.C., a Delaware limited liability company (“ET Holdings”), beneficially owns 4,336,216 shares of Class A Common Stock that are issuable upon conversion of 4,336,216 shares of Class B common stock of the Issuer, which ET Holdings holds directly. Hampstead Associates, L.L.C., a

Page 7 of 12 pages.

Delaware limited liability company (“Hampstead”), beneficially owns 11,579 shares of Class A Common Stock that are issuable upon conversion of 11,579 shares of Class B common stock of the Issuer, which Hampstead holds directly. In addition, 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. Ridgeview Associates, LLC, a California limited liability company (“Ridgeview”), 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.

Lowell J. Milken beneficially owns 40,137 shares of Class A Common Stock of the Issuer, which he holds directly, and beneficially owns 796,335 shares of Class A Common Stock that are issuable upon conversion of 796,335 shares of Class B common stock of the Issuer, which he holds directly. Mr. Lowell Milken also may be deemed to be a controlling person of each of ET Holdings, Hampstead and Ridgeview 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 Ridgeview, but disclaims such beneficial ownership.

Michael R. Milken beneficially owns 601,789 shares of Class A Common Stock of the Issuer, which he holds directly, and beneficially owns 5,039,937 shares of Class A Common Stock that are issuable upon conversion of 5,039,937 shares of Class B common stock of the Issuer, which he holds directly. Mr. Michael Milken also may be deemed to be a controlling person of each of ET Holdings, Hampstead and Ridgeview 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 Ridgeview, but disclaims such beneficial ownership.

The persons named in Item 2(a) of this Schedule 13G may be deemed to be a group with respect to the securities of the Issuer which they hold directly or indirectly. Such persons disclaim such group membership.

	(b)		Percent of Class:

			See Item 11 of each cover page.

	(c)		Number of shares as to which such person has:

(i)

Sole power to vote or direct the vote:

See Item 5 of each cover page.

(ii)

Shared power to vote or direct the vote:

Page 8 of 12 pages.

See Item 6 of each cover page.

(iii)

Sole power to dispose or direct the disposition of:

See Item 7 of each cover page.

(iv)

Shared power to dispose or direct the disposition of:

See Item 8 of each cover page.

Item 5.			Ownership of Five Percent or Less of a Class.

			Not Applicable.

Item 6.			Ownership of More than Five Percent on Behalf of Another Person.

			See Item 4 above.

Item 7.			Identification and Classification of the Subsidiary Which Acquired the Security Being

			Reported on by the Parent Holding Company or Control Person.

			Not Applicable.

Item 8.			Identification and Classification of Members of the Group.

			See Attachment A.

Item 9.			Notice of Dissolution of Group.

			Not Applicable.

Item 10.			Certification.

			Not Applicable.

Page 9 of 12 pages.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Dated: February 12, 2010	ET Holdings, L.L.C., a Delaware limited liability company /s/ Stanley E. Maron
	By:	Stanley E. Maron,
	Its:	Secretary


Dated: February 12, 2010	Hampstead Associates, L.L.C., a Delaware limited liability company /s/ Stanley E. Maron
	By:	Stanley E. Maron,
	Its:	Secretary


Dated: February 12, 2010	Ridgeview Associates, LLC, a California limited liability company /s/ Stanley E. Maron
	By:	Stanley E. Maron,
	Its:	Secretary


Dated: February 12, 2010	/s/ Lowell J. Milken
	Lowell J. Milken, an individual


Dated: February 12, 2010	/s/ Michael R. Milken
	Michael R. Milken, an individual

Page 10 of 12 pages.

ATTACHMENT A

ET Holdings, L.L.C., a Delaware limited liability company, Hampstead Associates, L.L.C., a Delaware limited liability company, Ridgeview Associates, LLC, a California limited liability company, Lowell J. Milken, an individual, and Michael R. Milken, an individual, may be deemed to be a group under Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) with respect to the securities of the issuer. Such persons disclaim such group membership. The filing of this statement shall not be deemed an admission that, for purposes of Section 13 of the Exchange Act, or otherwise, a Reporting Person 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.

Page 11 of 12 pages.

EXHIBIT INDEX

Exhibit 1 — Joint Filing Agreement dated as of February 14, 2006 (incorporated by reference to Schedule 13G filed February 14, 2006)

Page 12 of 12 pages.