SEC 1746
(11-02)


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UNITED STATES

 

 

SECURITIES AND EXCHANGE
COMMISSION

 

 

Washington, D.C. 20549

 

 

SCHEDULE 13D/A

 

Under the Securities Exchange Act of 1934
(Amendment No.   4)*

Metro One Telecommunications, Inc.

(Name of Issuer)

 

Common Stock, no par value per share

(Title of Class of Securities)

 

59163F105

(CUSIP Number)

 

Jan-Henrik Ahrnell
General Counsel
TeliaSonera AB
Mårbackagatan 11
S-123 86 Farsta, Sweden
(+46 8) 713-1000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

December 22, 2003

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d﷓1(g), check the following box.  [     ]

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

CUSIP No.   59163F105

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
 TeliaSonera AB

 

 

2.

Check the Appropriate Box if a Member of a Group *

 

 

(a)

 [    ]

 

 

(b)

 [    ]

 

 

3.

SEC Use Only

 

 

4.

Source of Funds *
N/A

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    [    ]

 

 

6.

Citizenship or Place of Organization
Sweden

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
1,635,000

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
1,635,000

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,635,000

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares * [  ]

 

 

13.

Percent of Class Represented by Amount in Row (11)
6.6%

 

 

14.

Type of Reporting Person *
HC

 

2

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
 TeliaSonera Finland Oyj, previously named Sonera Corporation

 

 

2.

Check the Appropriate Box if a Member of a Group *

 

 

(a)

 [    ]

 

 

(b)

 [    ]

 

 

3.

SEC Use Only

 

 

4.

Source of Funds *
N/A

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    [    ]

 

 

6.

Citizenship or Place of Organization
Finland

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
1,635,000

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
1,635,000

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,635,000

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares * [  ]

 

 

13.

Percent of Class Represented by Amount in Row (11)
6.6%

 

 

14.

Type of Reporting Person *
CO

 

3

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
 Sonera Holding B.V.

 

 

2.

Check the Appropriate Box if a Member of a Group *

 

 

(a)

 [    ]

 

 

(b)

 [    ]

 

 

3.

SEC Use Only

 

 

4.

Source of Funds *
N/A

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    [    ]

 

 

6.

Citizenship or Place of Organization
The Netherlands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
1,635,000

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
1,635,000

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,635,000

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares * [  ]

 

 

13.

Percent of Class Represented by Amount in Row (11)
6.6%

 

 

14.

Type of Reporting Person *
CO

 

4

 

SCHEDULE 13D
METRO ONE TELECOMMUNICATIONS, INC.

TeliaSonera AB, a Swedish corporation, previously named Telia AB (“TeliaSonera”), TeliaSonera Finland Oyj, previously named Sonera Corporation, a Finnish corporation (“Sonera”), and Sonera Holding B.V., a Netherlands corporation (“Sonera B.V.”) (collectively, the “Reporting Persons”), hereby file this Amendment No. 4 (“Amendment No. 4”) to amend and supplement the Statement on Schedule 13D originally filed on February 2, 2001, as amended by Amendment No. 1 filed on December 19, 2002, Amendment No. 2 filed on November 26, 2003, and Amendment No. 3 filed on December 19, 2003 (the “Schedule 13D”), with respect to the common stock, no par value per share (the “Common Stock”), of Metro One Telecommunications, Inc., an Oregon corporation (the “Company”).  As provided in the Joint Filing Agreement filed as Exhibit No. 4 to Amendment No. 1, the Reporting Persons have agreed, pursuant to Rule 13d-1(k) under the Act, to file one Statement on Schedule 13D with respect to their ownership of the Common Stock.

Capitalized terms used but not defined in this Amendment No. 4 have the meanings assigned thereto in the Schedule 13D.  The Schedule 13D is hereby amended and supplemented by this Amendment No. 4 as follows:

 

Item 5.

Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended and supplemented with the following information:

(a)  The Reporting Persons are the beneficial owners of 1,635,000 shares of Common Stock as of December 22, 2003, or 6.6% of the outstanding Common Stock.  The percentage interest has been computed in accordance with Rule 13d-3 under the Exchange Act.  There were 24,775,341 shares of Common Stock outstanding as of November 14, 2003 as reported in the Company’s Quarterly Report of Form 10-Q filed with the Securities and Exchange Commission on November 14, 2003.

(b)  On December 18, 2003, the Reporting Persons sold 300,000 shares of Common Stock in market transactions at a weighted average price of $2.0627 per share (exclusive of commissions).  On December 19, 2003, the Reporting Persons sold 350,000 shares of Common Stock in market transactions at a weighted average price of $1.9463 per share (exclusive of commissions).  On December 22, 2003, the Reporting Persons sold 65,000 shares of Common Stock in market transactions at a weighted average price of $1.8746 per share (exclusive of commissions).

 

 

5

 

Signature

After reasonable inquiry and to the best of their respective knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Dated:  December 23, 2003

 

 

 

TELIASONERA AB

 

 

 

 

 

 

 

 

 

By:

/s/ Anders Igel

 

 

Name: 

Anders Igel

 

 

Title:

President and CEO

 

 

 

 

 

 

 

 

 

By:

/s/ Jan-Henrik Ahrnell

 

 

Name:  

Jan-Henrik Ahrnell

 

 

Title:

Vice President and General Counsel

 

 

 

 

 

 

 

 

 

TELIASONERA FINLAND OYJ

 

 

 

 

 

 

 

 

 

By:

/s/ Anders Igel

 

 

Name:

Anders Igel

 

 

Title:

Chairman of the Board

 

 

 

 

 

 

 

 

 

By:

/s/ Jan-Henrik Ahrnell

 

 

Name:

Jan-Henrik Ahrnell

 

 

Title:

Director

 

 

 

 

 

 

 

 

 

SONERA HOLDING B.V.

 

 

 

 

 

 

 

 

 

By:

/s/ Sirpa-Helena Sormunen

 

 

Name:

Sirpa-Helena Sormunen

 

 

Title:

Vice President

 

 

6