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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) |
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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series A Senior Convertible Preferred Stock | $ 11.05 | 10/09/2008 | D(1) | 48,739 | 03/28/2007 | (2) | Common Stock | 4,952,227 (3) | $ 1,000 | 0 | D (4) | ||||
| Series A Senior Convertible Preferred Stock | $ 11.05 | 10/09/2008 | D(1) | 22,294 | 03/28/2007 | (2) | Common Stock | 2,265,227 (3) | $ 1,000 | 0 | D (5) | ||||
| Series A Senior Convertible Preferred Stock | $ 11.05 | 10/09/2008 | D(1) | 13,726 | 03/28/2007 | (2) | Common Stock | 1,394,658 (3) | $ 1,000 | 0 | D (6) | ||||
| Series A Senior Convertible Preferred Stock | $ 11.05 | 10/09/2008 | D(1) | 15,241 | 03/28/2007 | (2) | Common Stock | 1,548,593 (3) | $ 1,000 | 0 | D (7) | ||||
| Third Lien Subordinated Secured Convertible Note Due 2011 | $ 11.05 | 10/09/2008 | A(1) | $ 65,666,531 | 10/09/2008 | 12/31/2011 | Common Stock | 5,942,672 (8) | $ 1,000 | 5,942,672 | D (4) | ||||
| Third Lien Subordinated Secured Convertible Note Due 2011 | $ 11.05 | 10/09/2008 | A(1) | $ 30,036,924 | 10/09/2008 | 12/31/2011 | Common Stock | 2,718,273 (8) | $ 1,000 | 2,718,273 | D (5) | ||||
| Third Lien Subordinated Secured Convertible Note Due 2011 | $ 11.05 | 10/09/2008 | A(1) | $ 18,493,174 | 10/09/2008 | 12/31/2011 | Common Stock | 1,673,590 (8) | $ 1,000 | 1,673,590 | D (6) | ||||
| Third Lien Subordinated Secured Convertible Note Due 2011 | $ 11.05 | 10/09/2008 | A(1) | $ 20,534,348 | 10/09/2008 | 12/31/2011 | Common Stock | 1,858,312 (8) | $ 1,000 | 1,858,312 | D (7) | ||||
| Common Stock Warrant (right to buy) | $ 0.01 | 10/09/2008 | A(9) | $ 30,000,000 | 10/09/2008 | 10/09/2011 | Common Stock | 30,000,000 | $ 0 | 30,000,000 | D (10) | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Avenue Capital Management II, L.P. 535 MADISON AVENUE 15TH FLOOR NEW YORK, NY 10022 |
X | X | ||
| Avenue International Master, L.P. 535 MADISON AVENUE 15TH FLOOR NEW YORK, NY 10022 |
X | X | ||
| AVENUE INVESTMENTS LP 535 MADISON AVENUE 15TH FLOOR NEW YORK, NY 10022 |
X | X | ||
| Avenue Special Situations Fund IV LP 535 MADISON AVENUE 15TH FLOOR NEW YORK, NY 10022 |
X | X | ||
| Avenue CDP Global Opportunities Fund LP 535 MADISON AVENUE 15TH FLOOR NEW YORK, NY 10022 |
X | X | ||
| Avenue AIV US, L.P. 535 MADISON AVENUE 15TH FLOOR NEW YORK, NY 10022 |
X | X | ||
| Avenue Capital Management II, L.P. By: Avenue Capital Management II GenPar, LLC , its General Partner By: /s/ Sonia Gardner, Member | 11/13/2008 | |
| **Signature of Reporting Person | Date | |
| Avenue International Master, L.P. By: Avenue International Master Fund GenPar, Ltd., its General Partner By: /s/ Sonia Gardner, Director | 11/13/2008 | |
| **Signature of Reporting Person | Date | |
| Avenue Investments, L.P. By: Avenue Partners, LLC its General Partner By: /s/ Sonia Gardner, Member | 11/13/2008 | |
| **Signature of Reporting Person | Date | |
| Avenue Special Situations Fund IV, L.P. By: Avenue Capital Partners IV, LLC, its General Partner By: GL Partners IV, LLC, its Managing Member By: /s/ Sonia Gardner, Member | 11/13/2008 | |
| **Signature of Reporting Person | Date | |
| Avenue CDP Global Opportunities Fund, L.P. By: Avenue Global Opportunities Fund GenPar, LLC, its General Partner By: /s/ Sonia Gardner, Member | 11/13/2008 | |
| **Signature of Reporting Person | Date | |
| Avenue AIV US, L.P. By: Avenue AIV US GenPar, LLC, its General Partner By: /s/ Sonia Gardner, Member | 11/13/2008 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | On October 9, 2008, NextWave Wireless Inc. (the "Company") entered into a Third Lien Subordinated Exchange Note Exchange Agreement among the Company, as issuer, NextWave Wireless LLC ("NextWave LLC"), a wholly-owned subsidiary of the Company, the guarantors named therein and the purchasers party thereto, and The Bank of New York Mellon, as collateral agent pursuant to which the purchasers party thereto exchanged their holdings of Series A Senior Convertible Preferred Stock for Third Lien Subordinated Secured Convertible Notes due 2011 (the "Third Lien Notes"). |
| (2) | The Series A Senior Convertible Preferred Stock has no expiration date. |
| (3) | The number of shares represents the accreted liquidation preference plus accrued dividends as of October 9, 2008 divided by the conversion price per share of $11.05. |
| (4) | The securities are owned directly by Avenue International Master, L.P. ("Avenue International"). |
| (5) | The securities are owned directly by Avenue Investments, L.P. ("Avenue Investments"). |
| (6) | The securities are owned directly by Avenue Special Situations Fund IV, L.P. ("Avenue Special Situations"). |
| (7) | The securities are owned directly by Avenue CDP Global Opportunities Fund, L.P. ("Avenue Global Opportunities"). |
| (8) | The number of shares reflects the principal amount of the Third Lien Notes divided by the conversion price of $11.05. |
| (9) | On October 9, 2008, Avenue AIV US, L.P. ("Avenue AIV" and together with Avenue International, Avenue Investments, Avenue Special Situations, and Avenue Global Opportunities, the "Funds") entered into a Warrant Agreement with the Company pursuant to which the Company issued to Avenue AIV warrants to purchase in the aggregate 30,000,000 shares of common stock (subject to adjustment as provided in the Warrant Agreement). The warrants were issued to Avenue AIV as a condition to Avenue AIV's purchase of Senior Subordinated Secured Second Lien Notes in the aggregate principal amount of $78,947,367.75 from NextWave LLC. |
| (10) | The securities are owned directly by Avenue AIV. |
| Remarks: This report is jointly filed by Avenue Capital Management II, L.P. ('Adviser") and the Funds, each of which may be deemed a director of the Issuer by virtue of their relationship with Mr. Symington, a director of the Issuer and an employee of Adviser, the | |