Sec Form 4 Filing - SIMON PHILIP B @ LEAPFROG ENTERPRISES INC - 2012-05-07

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 SIMON PHILIP B 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 X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 101 YGNACIO VALLEY ROAD, SUITE 320 3. Date of Earliest Transaction (MM/DD/YY) 05/07/2012 (Street) WALNUT CREEK, CA94596 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 05/07/2012 M 26,000 A $ 1.59 26,000 D Class A Common Stock 05/07/2012 S 26,000 D $ 9.9962 ( 1 ) 0 D Class A Common Stock 05/08/2012 M 22,000 A $ 2.75 22,000 D Class A Common Stock 05/08/2012 M 4,000 A $ 1.59 26,000 D Class A Common Stock 05/08/2012 S 26,000 D $ 10.218 ( 1 ) 0 D Class A Common Stock 05/09/2012 M 12,027 A $ 2.75 12,027 D Class A Common Stock 05/09/2012 M 4,722 A $ 2.29 16,749 D Class A Common Stock 05/09/20 12 M 9,166 A $ 3.92 25,915 D Class A Common Stock 05/09/2012 S 25,915 D $ 10.2343 ( 1 ) 0 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) $ 1.59 05/07/2012 M 26,000 ( 2 ) 03/17/2019 Class A Common Stock 26,000 $ 0 4,000 D Non-qualified Stock Option (right to buy) $ 1.59 05/08/2012 M 4,000 ( 2 ) 03/17/2019 Class A Common Stock 4,000 $ 0 0 D Non-qualified Stock Option (right to buy) $ 2.75 05/08/2012 M 22,000 ( 3 ) 05/15/2019 Class A Common Stock 22,000 $ 0 13,000 D Non-qualified Stock Option (right to buy) $ 2.75 05/09/2012 M 12,027 ( 3 ) 05/15/2019 Class A Common Stock 12,027 $ 0 973 D Non-qualified Stock Option (right to buy) $ 2.29 05/09/2012 M 4,722 ( 4 ) 07/01/2019 Class A Common Stock 4,722 $ 0 278 D Non-qualified Stock Option (right to buy) $ 3.92 05/09/2012 M 9,166 ( 5 ) 07/01/2020 Class A Common Stock 9,166 $ 0 5,834 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SIMON PHILIP B 101 YGNACIO VALLEY ROAD, SUITE 320 WALNUT CREEK, CA94596 X X Signatures Robert A. Lattuga, Attorney-in-Fact on behalf of Philip B. Simon 05/09/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This transaction was executed pursuant to a volume average weighted price agreement pursuant to which the reporting person's broker agreed that the selling price of the securities sold would be the volume average weighted price of all securities of the issuer traded on the New York Stock Exchange on the date of sale. ( 2 )Granted under the Issuer's 2002 Non-employee Directors' Stock Award Plan, as amended. The option shares vest in 36 equal monthly installments commencing 3/17/2009.. ( 3 )Granted under the Issuer's 2002 Non-employee Directors' Stock Award Plan, as amended. 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 three years commencing May 15, 2009 in equal monthly installments. 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. ( 4 )Annual grant under the Issuer's 2002 Non-Employee Directors' Stock Award Plan, as amended. Options vest at the rate of 1/36 per month for 36 consecutive months commencing August 1, 2009. ( 5 )Annual grant under the Issuer's 2002 Non-Employee Directors' Stock Award Plan, as amended. Options vest at the rate of 1/36 per month for 36 consecutive months commencing August 1, 2010.

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