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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 | ||||||||
| THIRD LIEN SUBORDINATED SECURED CONVERTIBLE NOTES | $ 77.35 | 08/16/2012 | J(1)(2) | $ 104,601,790 | 10/09/2008 | 02/28/2013 | COMMON STOCK | 1,352,317 (3) | (1) (2) | 0 (3) | D (4) | ||||
| THIRD LIEN SUBORDINATED SECURED CONVERTIBLE NOTES | $ 77.35 | 08/16/2012 | J(1)(2) | $ 47,846,536 | 10/09/2008 | 02/28/2013 | COMMON STOCK | 618,571 (3) | (1) (2) | 0 (3) | D (5) | ||||
| THIRD LIEN SUBORDINATED SECURED CONVERTIBLE NOTES | $ 77.35 | 08/16/2012 | J(1)(2) | $ 29,458,220 | 10/09/2008 | 02/28/2013 | COMMON STOCK | 380,843 (3) | (1) (2) | 0 (3) | D (6) | ||||
| THIRD LIEN SUBORDINATED SECURED CONVERTIBLE NOTES | $ 77.35 | 08/16/2012 | J(1)(2) | $ 32,709,655 | 10/09/2008 | 02/28/2013 | COMMON STOCK | 422,878 (3) | (1) (2) | 0 (3) | D (7) | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Avenue Capital Management II, L.P. 399 PARK AVENUE 6TH FLOOR NEW YORK, NY 10022 |
X | |||
| Avenue International Master, L.P. 399 PARK AVENUE, 6TH FLOOR NEW YORK, NY 10022 |
X | |||
| Avenue Investments, L.P. 399 PARK AVENUE 6TH FLOOR NEW YORK, NY 10022 |
X | |||
| Avenue Special Situations Fund IV LP C/O AVENUE CAPITAL MANAGEMENT II, L.P. 399 PARK AVENUE, 6TH FLOOR NEW YORK, NY 10022 |
X | |||
| Avenue CDP Global Opportunities Fund LP 399 PARK AVENUE 16TH FLOOR New York, NY 10022 |
X | |||
| Avenue AIV US, L.P. 399 PARK AVENUE, 6TH FLOOR NEW YORK, NY 10022 |
X | |||
| Avenue Special Situations Fund V LP 399 PARK AVENUE, 6TH FLOOR NEW YORK, NY 10022 |
X | |||
| /s/ Eric Ross as attorney-in-fact for Marc Lasry, Managing Member of Avenue Capital Management II GenPar, LLC , the General Partner of Avenue Capital Management II, L.P. | 08/20/2012 | |
| **Signature of Reporting Person | Date | |
| /s/ Eric Ross as attorney-in-fact for Marc Lasry, Managing Member of Avenue International Master Fund GenPar, Ltd., the General Partner of Avenue International Master, L.P. | 08/20/2012 | |
| **Signature of Reporting Person | Date | |
| /s/ Eric Ross as attorney-in-fact for Marc Lasry, Managing Member of Avenue Partners, LLC, the General Partner of Avenue Investments, L.P. | 08/20/2012 | |
| **Signature of Reporting Person | Date | |
| /s/ Eric Ross as attorney-in-fact for Marc Lasry, Managing Member of GL Partners IV, LLC, the Managing Member of Avenue Capital Partners IV, LLC, the General Partner of Avenue Special Situations Fund IV, L.P. | 08/20/2012 | |
| **Signature of Reporting Person | Date | |
| /s/ Eric Ross as attorney-in-fact for Marc Lasry, Managing Member of Avenue Global Opportunities Fund GenPar, LLC, the General Partner of Avenue CDP Global Opportunities Fund, L.P. | 08/20/2012 | |
| **Signature of Reporting Person | Date | |
| /s/ Eric Ross as attorney-in-fact for Marc Lasry, Managing Member of Avenue AIV US GenPar, LLC, the General Partner of Avenue AIV US, L.P. | 08/20/2012 | |
| **Signature of Reporting Person | Date | |
| /s/ Eric Ross as attorney-in-fact for Marc Lasry, Managing Member of GL Partners V, LLC, the Managing Member of Avenue Capital Partners V, LLC, the General Partner of Avenue Special Situations Fund V, L.P. | 08/20/2012 | |
| **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) | Effective August 16, 2012, the Third Lien Subordinated Secured Convertible Notes (the "Third Lien Notes") were amended and restated. In connection with such amendment and restatement, the Third Lien Notes were split into two series to provide that certain of Nextwave Wireless, Inc.'s (the "Issuer") obligations to the holders of the Third Lien Notes remain with the Issuer (including, an obligation in respect of the repayment of outstanding obligations of $325 million by the Issuer to such holders) and the remaining principal balance of the Third Lien Notes, plus accrued and unpaid interest as of August 16, 2012, become direct obligations of a new holding company formed by the Issuer ("Nextwave Holdco"). (SEE FOOTNOTE NO. 2 FOR CONTINUATION.) |
| (2) | (CONTINUATION OF FOOTNOTE NO. 1.) Nextwave Holdco was formed in connection with the proposed acquisition of the Issuer by AT&T Inc. by means of a merger to hold all of the Issuer's assets other than its Wireless Communication Services and Advanced Wireless Services wireless spectrum licenses and other assets related thereto. In connection with the amendment and restatement of the Third Lien Notes, the Third Lien Notes were amended to remove the conversion feature and are no longer convertible into shares of common stock of the Issuer. The transactions reported herein reflect the fact that the Third Lien Notes held by the reporting persons are no longer convertible into common stock of the Issuer. |
| (3) | The number of shares reflects the aggregate principal amount of the Third Lien Notes (including Payment In Kind ("PIK") interest) divided by the conversion price of $77.35 (the conversion price was previously $11.05 but was adjusted on June 21, 2010 to reflect the Issuer's 1-for-7 reverse stock split). |
| (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"). |
| Remarks: This report is jointly filed by Avenue Capital Management II, L.P. ("Adviser") and the Adviser is the adviser to Avenue AIV US, LP, Avenue International, Avenue Investments, Avenue Special Situations, Avenue Global Opportunities, and Avenue Special Situations V, L.P. (collectively, the "Funds"). The Funds have made an investment in the Issuer. EXHIBIT LIST: Exhibit 24 - Power of Attorney (incorporated by reference to Exhibit 24.2 to the Form 3/A filed by the Adviser and other joint filers on July 27, 2010. | |