Ownership Submission
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

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Salmasi Allen
  2. Issuer Name and Ticker or Trading Symbol
NextWave Wireless Inc. [NONE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman. CEO and President
(Last)
(First)
(Middle)
C/O NEXTWAVE WIRELESS INC., 12670 HIGH BLUFF DRIVE
3. Date of Earliest Transaction (Month/Day/Year)
11/13/2006
(Street)

SAN DIEGO, CA 92130
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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
Common Stock (1)               8,342,011 D  
Common Stock (1)               15,093,874 (2) I By Navation, Inc.

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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 (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) (1) $ 6             04/13/2005(3) 04/12/2015 Common Stock 416,666   416,666 D  
Common Stock Options (right to buy) (1) $ 6             04/27/2006(4) 04/26/2016 Common Stock 111,416   111,416 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Salmasi Allen
C/O NEXTWAVE WIRELESS INC.
12670 HIGH BLUFF DRIVE
SAN DIEGO, CA 92130
  X   X   Chairman. CEO and President  
Navation, Inc.
40, ROUTE DE MALAGNOU
GENEVA, V8 CH-1204
    X    
Salmasi Nicole
C/O NEXTWAVE WIRELESS LLC
12670 HIGH BLUFF DRIVE
SAN DIEGO, CA 92130
    X    

Signatures

 /s/ Roseann Rustici, Attorney-in-Fact   11/13/2006
**Signature of Reporting Person Date

Explanation of Responses:

* 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) These securities are owned directly by Navation, Inc., a ten percent owner of the issuer, and indirectly by Mr. Salmasi and his wife, Nicole Salmasi, as stockholders and directors of Navation, Inc. Mr. Salmasi is a director and ten percent owner of the issuer. He is also the issuer's Chairman, Chief Executive Officer and President. Ms. Salmasi is a ten percent owner of the issuer.
(3) The option is owned directly by Mr. Salmasi. The option vests in forty-eight equal monthly installments beginning May 13, 2005 but was fully exercisable on the date of grant as to all 416,666 shares. Any unvested portion of the option will be exercisable for restricted shares subject to the same vesting schedule.
(4) The option is owned directly by Mr. Salmasi.

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