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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 | ||||||||
| Common Stock Options (right to buy) | $ 0.17 | 02/16/2012 | D | 200,000 | (2) | 02/16/2022 | Common Stock | 200,000 | $ 0.83 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Rosen Jack C/O NEXTWAVE WIRELESS INC. 12264 EL CAMINO REAL, SUITE 305 SAN DIEGO, CA 92130 |
X | |||
| /s/ Jack Rosen | 01/24/2013 | |
| **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) | NextWave Wireless Inc. (the "Issuer") was acquired (the "Merger") pursuant to that certain Agreement and Plan of Merger, dated as of August 1, 2012 (the "Merger Agreement"), by and among the Issuer, AT&T Inc. ("Parent"), and Rodeo Acquisition Sub Inc., a wholly owned subsidiary of Parent ("Merger Sub"). All shares of the Issuer's common stock, par value $0.007 per share ("Common Stock"), held by the Reporting Person were exchanged for merger consideration consisting of (i) $1.00 in cash per share of Common Stock, and (ii) one contingent payment right, representing a pro rata interest in an amount up to $25 million in an escrow account, which will be subject to reduction (including, to $0) in the event that indemnification claims or other amounts become payable to Parent, as described in the Merger Agreement. |
| (2) | These options were cancelled in the Merger in exchange for a cash payment of $166,000 in the aggregate, representing the product of (x) the excess if any, of (A) $1.00 over (B) the per share exercise price of such option ($0.17 per share) and (y) the number of shares of Common Stock for which such option has not been previously exercised. All other stock options held by the Reporting Person were cancelled as of the Effective Time for no value. |