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SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 		 
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1. Name and Address of Reporting Person*
HC2 Holdings, Inc.
(Last) (First) (Middle)
460 HERNDON PARKWAY, SUITE 150
(Street)
HERNDON VA 20170
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
09/08/2014 		3. Issuer Name and Ticker or Trading Symbol
NOVATEL WIRELESS INC [ NVTL ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of 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
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 7,363,334 I See Footnotes(1)(2)(3)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants to Purchase Common Stock (right to buy) 03/08/2015 09/08/2019 Common Stock 4,117,647 2.26 I See Footnote(1)(2)
Series C Convertible Preferred Stock (3) (3) Common Stock 871,960 1.75 I See Footnote(1)(2)
1. Name and Address of Reporting Person*
HC2 Holdings, Inc.
(Last) (First) (Middle)
460 HERNDON PARKWAY, SUITE 150
(Street)
HERNDON VA 20170
(City) (State) (Zip)
1. Name and Address of Reporting Person*
FALCONE PHILIP
(Last) (First) (Middle)
460 HERNDON PARKWAY, SUITE 150
(Street)
HERNDON VA 20170
(City) (State) (Zip)
1. Name and Address of Reporting Person*
HC2 Holdings 2, Inc.
(Last) (First) (Middle)
460 HERNDON PARKWAY, SUITE 150
(Street)
HERNDON VA 20170
(City) (State) (Zip)
Explanation of Responses:
1. The securities of the Issuer reported herein are held directly by HC2 Holdings 2, Inc. ("HC2 Holdings"). HC2 Holdings is a wholly owned subsidiary of HC2 Holdings, Inc. ("HC2"). Mr. Philip A. Falcone is the President, Chief Executive Officer and Chairman of the Board of Directors of HC2 and the Chief Executive Officer and Chairman of the Board of Directors of Harbinger Group Inc., which beneficially owns 24.7% of the outstanding common stock of HC2. Mr. Falcone beneficially owns 26.4 % of the outstanding common stock of HC2. Neither HC2 nor Mr. Falcone owns directly any securities of the Issuer. However, as a result of HC2's ownership of all of HC2 Holdings' equity and
2. (continued from Footnote 1) Mr. Falcone's position with HC2, HC2 and Mr. Falcone may be deemed to beneficially own the securities of the Issuer directly and a pecuniary interest in such shares owned by HC2 Holdings. Each of HC2 and Mr. Falcone disclaim beneficial ownership of the shares held directly by HC2 Holdings except to the extent he or it has actual voting or investment control of such shares.
3. The Series C Convertible Preferred Stock shall automatically convert into 871,960 shares of Common Stock upon approval of such conversion by the stockholders of the Issuer, and has no expiration date.
Remarks:
HC2 Holdings, Inc., By: /s/ Andrea L. Mancuso, Acting General Counsel and Corporate Secretary 09/15/2014
HC2 Holdings 2, Inc., By: /s/ Mesfin Demise, Chief Financial Officer 09/15/2014
/s/ Philip A. Falcone 09/15/2014
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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