l052710a.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. )*

LEAP WIRELESS INTERNATIONAL, INC.
(Name of Issuer)

Common Stock, $0.0001 Par Value Per Share
(Title of Class of Securities)

521863308
(CUSIP Number)

May 18, 2010
(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)
         x        Rule 13d-1(c)
         o         Rule 13d-1(d)



*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 on 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).



Page 1 of 8
 
 
 
 

CUSIP No. 521863308
13G
Page 2 of 8 Pages

1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
S.A.C. Capital Advisors, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) x     
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
3,963,717 (1) (see Item 4)
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
3,963,717 (1) (see Item 4)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,963,717 (1) (see Item 4)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
     o
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.1% (1) (see  Item 4)
12
TYPE OF REPORTING PERSON*
 
PN
*SEE INSTRUCTION BEFORE FILLING OUT

Page 2 of 8
 
 
 
 

CUSIP No. 521863308
13G
Page 3 of 8 Pages

1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
S.A.C. Capital Advisors, Inc.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) x
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
3,963,717 (1) (see Item 4)
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
3,963,717 (1) (see Item 4)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,963,717 (1) (see Item 4)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
     o
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.1% (1) (see Item 4)
12
TYPE OF REPORTING PERSON*
 
CO
*SEE INSTRUCTION BEFORE FILLING OUT

Page 3 of 8
 
 
 
 

CUSIP No. 521863308
13G
Page 4 of 8 Pages

1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Steven A. Cohen
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) x
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
3,963,717 (1) (see Item 4)
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
3,963,717 (1) (see Item 4)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,963,717 (1) (see Item 4)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
     o
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.1% (1) (see Item 4)
12
TYPE OF REPORTING PERSON*
 
IN
*SEE INSTRUCTION BEFORE FILLING OUT
 

Page 4 of 8
 
 
 
 

 
 

Item 1(a)
Name of Issuer:
 
 
Leap Wireless International, Inc.
 
Item 1(b)
Address of Issuer's Principal Executive Offices:
 
 
5887 Copley Drive, San Diego, CA 92111
 
Item 2(a)
Name of Person Filing:
 
 
This statement is filed by: (i) S.A.C. Capital Advisors, L.P. (“SAC Capital Advisors LP”) with respect to shares of Common Stock, $0.0001 par value per share (“Shares”) of the Issuer beneficially owned by S.A.C. Capital Associates, LLC (“SAC Capital Associates”) and S.A.C. MultiQuant Fund, LLC (“SAC MultiQuant Fund”); (ii) S.A.C. Capital Advisors, Inc. (“SAC Capital Advisors Inc.”) with respect to Shares beneficially owned by SAC Capital Advisors LP, SAC Capital Associates and SAC MultiQuant Fund; and (iii) Steven A. Cohen with respect to Shares beneficially owned by SAC Capital Advisors LP, SAC Capital Advisors Inc., SAC Capital Associates and SAC MultiQuant Fund.
 
 
SAC Capital Advisors LP, SAC Capital Advisors Inc., and Steven A. Cohen have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 99.1, pursuant to which they have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Act.
 
Item 2(b)
Address or Principal Business Office:
 
 
The address of the principal business office of SAC Capital Advisors LP, SAC Capital Advisors Inc. and Mr. Cohen is 72 Cummings Point Road, Stamford, Connecticut 06902.
 
Item 2(c)
Citizenship:
 
 
SAC Capital Advisors LP is a Delaware limited partnership.  SAC Capital Advisors Inc. is a Delaware corporation.  Mr. Cohen is a United States citizen.
 
Item 2(d)
Title of Class of Securities:
 
 
Common Stock, $0.0001 Par Value Per Share
 
Item 2(e)
CUSIP Number:
 
 
521863308
 
Item 3
Not Applicable
 

Page 5 of 8
 
 
 


 
Item 4
Ownership:
 
 
The percentages used herein are calculated based upon the Shares issued and outstanding as of April 30, 2010 as reported on the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission by the Issuer for the quarterly period ended March 31, 2010.
 
 
As of the close of business on May 26, 2010:
 
 
1.  S.A.C. Capital Advisors, L.P.
(a) Amount beneficially owned: 3,963,717 (1)
(b) Percent of class: 5.1% (1)
(c)(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 3,963,717 (1)
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: 3,963,717 (1)
 
 
2.  S.A.C. Capital Advisors, Inc.
(a) Amount beneficially owned: 3,963,717 (1)
(b) Percent of class: 5.1% (1)
(c)(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 3,963,717 (1)
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: 3,963,717 (1)
 
 
3.  Steven A. Cohen
(a) Amount beneficially owned: 3,963,717 (1)
(b) Percent of class: 5.1% (1)
(c)(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 3,963,717 (1)
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: 3,963,717 (1)
 
 
(1) The number of Shares reported herein includes 3,437 Shares held in an external account for the benefit of SAC MultiQuant Fund, and managed by an external investment manager pursuant to an investment management agreement (the “External Manager Agreement”).   SAC Capital Advisors LP, as investment manager to SAC MultiQuant Fund, may terminate the External Manager Agreement at any time and, by of operation of Rule 13d-3 of the Securities Exchange Act, may be deemed to beneficially own such Shares.
 
 
SAC Capital Advisors LP, SAC Capital Advisors Inc. and Mr. Cohen own directly no Shares.  Pursuant to an investment management agreement, SAC Capital Advisors LP maintains investment and voting power with respect to the securities held by SAC Capital Associates and SAC MultiQuant Fund.  SAC Capital Advisors Inc. is the general partner of SAC Capital Advisors LP.  Mr. Cohen controls SAC Capital Advisors Inc.  By reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934, as amended, each of SAC Capital Advisors LP, SAC Capital Advisors Inc. and Mr. Cohen may be deemed to beneficially own 3,963,717 (1) Shares (constituting approximately 5.1% (1) of the Shares outstanding).  Each of SAC Capital Advisors LP, SAC Capital Advisors Inc., and Mr. Cohen disclaims beneficial ownership of any of the securities covered by this statement.
 
 
Page 6 of 8
 
 
Item 5
Ownership of Five Percent or Less of a Class:
 
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following.
 
Item 6
Ownership of More than Five Percent on Behalf of Another Person:
 
 
Not Applicable
 
Item 7
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:
 
 
Not Applicable
 
Item 8
Identification and Classification of Members of the Group:
 
 
Not Applicable
 
Item 9
Notice of Dissolution of Group:
 
 
Not Applicable
 
Item 10
Certification:
 
By signing below the signatory certifies that, to the best of his knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Page 7 of 8
 
 
 
 

SIGNATURE

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: May 27, 2010


S.A.C. CAPITAL ADVISORS, L.P.


By:  /s/ Peter Nussbaum                    
Name:  Peter Nussbaum
Title:  Authorized Person

S.A.C. CAPITAL ADVISORS, INC.
 
By:  /s/ Peter Nussbaum                  
Name: Peter Nussbaum
 
Title: Authorized Person
 

STEVEN A. COHEN


By:  /s/ Peter Nussbaum                 
Name:  Peter Nussbaum
Title:  Authorized Person
 

Page 8 of 8