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 OF SECURITIES
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

MOLLUSK HOLDINGS LLC 		2. Issuer Name and Ticker or Trading Symbol

LEAPFROG ENTERPRISES INC [ LF ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

101 YGNACIO VALLEY ROAD, SUITE 310 		3. Date of Earliest Transaction (MM/DD/YYYY)

3/14/2012
(Street)

WALNUT CREEK, CA 94596
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   3/14/2012     S    30000   (1) D $7.16   2250000   (2) D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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

Explanation of Responses:
( 1)  Sale of shares pursuant to pre-established Rule 10b5-1(c) trading plan, adopted November 16, 2011.
( 2)  The reporting persons other than Mollusk Holdings, LLC disclaim beneficial ownership of these securities except to the extent of their pecuniary interests therein.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
MOLLUSK HOLDINGS LLC
101 YGNACIO VALLEY ROAD
SUITE 310
WALNUT CREEK, CA 94596
X

CEPHALOPOD CORP
101 YGNACIO VALLEY ROAD
SUITE 310
WALNUT CREEK, CA 94596
X

LAWRENCE INVESTMENTS LLC
101 YGNACIO VALLEY ROAD
SUITE 310
WALNUT CREEK, CA 94596
X

ELLISON LAWRENCE JOSEPH
C/O DELPHI ASSET MGMT CORPORATION
6005 PLUMAS STREET, SUITE 100
RENO, NV 89519
X


Signatures
/s/ Philip B. Simon, President of Cephalopod Corporation, Member of Mollusk Holdings, LLC 3/15/2012
** Signature of Reporting Person Date

/s/ Philip B. Simon, President of Cephalopod Corporation 3/15/2012
** Signature of Reporting Person Date

/s/ Philip B. Simon, President of Lawrence Investments, LLC 3/15/2012
** Signature of Reporting Person Date

/s/ Philip B. Simon, attorney-in-fact for Mr. Ellison 3/15/2012
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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