|
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 |
|
| |||||||||||||||||||||||||||||
|
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) |
||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Common Stock Options (Right to Buy) | $ 0.38 | 06/11/2009 | A | 166,999 | 06/11/2009(3) | 06/10/2019 | Common Stock | 166,999 | $ 0.38 | 166,999 | D (2) | ||||
Common Stock Options (Right to Buy) | $ 0.31 | 01/12/2009(4) | 01/11/2019 | Common Stock | 375,500 | 375,500 | D (2) | ||||||||
Stock Options (Right to Buy) (1) | $ 6 | 04/12/2005(5) | 04/12/2015 | Common Stock | 33,333 | 33,333 | D (2) | ||||||||
Stock Options (Right to Buy) (1) | $ 6 | 04/26/2006(6) | 04/26/2016 | Common Stock | 16,666 | 16,666 | D (2) | ||||||||
Stock Options (Right to Buy) | $ 11.8 | 02/26/2009(7) | 02/25/2017 | Common Stock | 52,000 | 52,000 | D (2) | ||||||||
Stock Options (Right to Buy) | $ 4.79 | 03/27/2010(8) | 03/27/2018 | Common Stock | 65,000 | 65,000 | D (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SYMINGTON ROBERT T C/O NEXTWAVE WIRELESS INC. 10350 SCIENCE CENTER DRIVE SAN DIEGO, CA 92121 |
X |
Roseann Rustici | 06/16/2009 | |
**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 November 13, 2006, NextWave Wireless Inc. became the successor to NextWave Wireless LLC pursuant to a merger. The merger resulted in NextWave Wireless Inc. becoming the parent holding company of NextWave Wireless LLC, but did not alter the proportionate interests of security holders. |
(2) | The securities are owned directly by Robert T. Symington. Mr. Symington is a director of the Issuer and an employee of Avenue Capital Management II, L.P. (the "Adviser"). The Adviser is the investment adviser to Avenue Special Situations IV, L.P. and Avenue Investments, L.P. (collectively, the "Funds"). On July 17, 2006, the Funds made an investment in the Issuer. Pursuant to the Funds' limited partnership agreements, any director compensation received by an employee of the Adviser related to an entity in which the Funds have invested shall be payable to the Adviser. Such amounts shall reduce certain fees and expenses of the Funds. Therefore, Mr. Symington disclaims beneficial ownership of the options (and the common stock or other equity issued upon exercise of the options) that vest on or after July 17, 2006, except for that portion of the sale proceeds necessary for Mr. Symington to satisfy any tax liabilities related thereto. |
(3) | 85% Of these options will be vested on the date of the grant. The balance will vest in monthly installments over the next 10 monts. |
(4) | 200,000 of the options vest on date of grant and the balance in twelve monthly installments begining 1/12/2009 |
(5) | The option vests in twenty-four equal monthly installments beginning May 13, 2005 but was fully exercisable on the date of grant as to all 33,333 shares. Any unvested portion of the option will be exercisable for restricted units subject to the same vesting schedule. |
(6) | The option vests in twenty-four equal monthly installments beginning May 27, 2006 but was fully exercisable on the date of grant as to all 16,666 shares. Any unvested portion of the option will be exercisable for restricted units subject to the same vesting schedule. |
(7) | The option vests in twenty-four equal monthly installments begining 2/26/07. |
(8) | The option vests in twenty-four equal monthly installments begining 3/28/08. |