Sec Form 4 Filing - Dodd Michael J @ LEAPFROG ENTERPRISES INC - 2012-02-13

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Dodd Michael J 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) COO and President (Last) (First) (Middle) LEAPFROG ENTERPRISES, INC., 6401 HOLLIS STREET 3. Date of Earliest Transaction (MM/DD/YY) 02/13/2012 (Street) EMERYVILLE, CA94608 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 02/13/2012 S 122,752 D $ 7.04 ( 1 ) 33,677 D Class A Common Stock 02/14/2012 S 28,400 D $ 7.26 ( 2 ) 5,277 D Class A Common Stock 02/15/2012 M 50,000 A $ 2.75 55,277 D Class A Common Stock 02/15/2012 S 50,000 D $ 7.76 ( 3 ) 5,277 D Class A Common Stock 02/15/2012 M 4,167 A $ 0 9,444 D Class A Common Stock 02/15/2012 F 1,528 D $ 7.61 7,916 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Non-qualified Stock Option (right to buy) $ 2.75 02/15/2012 M 50,000 ( 4 ) 05/15/2019 Class A Common 50,000 $ 0 109,568 D Restricted Stock Unit (right to acquire) $ 0 02/15/2012 M 4,167 ( 5 ) 03/15/2012 Class A Common 4,167 $ 0 4,167 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Dodd Michael J LEAPFROG ENTERPRISES, INC. 6401 HOLLIS STREET EMERYVILLE, CA94608 COO and President Signatures Robert Lattuga, Attorney-in-Fact on behalf of Michael J. Dodd 02/15/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This transaction was executed in multiple trades during the day at prices ranging from $6.98 to $7.17. The price reported above reflects the weighted-average sales price. The Reporting Person will provide upon request, to the SEC staff, the issuer or security holder of the issuer, full information regarding the number of shares purchased at each separate price. ( 2 )This transaction was executed in multiple trades during the day at prices ranging from $7.23 to $7.32. The price reported above reflects the weighted-average sales price. The Reporting Person will provide upon request, to the SEC staff, the issuer or security holder of the issuer, full information regarding the number of shares purchased at each separate price. ( 3 )This transaction was executed in multiple trades during the day at prices ranging from $7.74 to $7.80. The price reported above reflects the weighted-average sales price. The Reporting Person will provide upon request, to the SEC staff, the issuer or security holder of the issuer, full information regarding the number of shares purchased at each separate price. ( 4 )Granted 5/15/2009 under the Issuer's 2002 Equity Incentive Plan. The option becomes exercisable, if at all, when the average closing price of the Company's Class A common stock on the NYSE across all trading days during a consecutive 90-day period that occurs after the grant date and during the term of the option equals or exceeds $4.00 per share (such condition of vesting, the "Price Condition"). In addition, subject to the Price Condition, the option will vest over four years as follows: 25% of the option shares will vest on May 15, 2010 with the remaining option shares vesting in 36 equal monthly installments commencing June 15, 2010. Any option shares that would, but for the Price Condition, have vested according to the vesting schedule above, will vest when the Price Condition is met. ( 5 )Granted 3/15/2010 under the Issuer's 2002 Equity Incentive Plan. The restricted stock units will vest as to 50% on 3/15/2011 and will vest thereafter in 12 equal monthly installments.

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).

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