| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
NOVATEL WIRELESS INC [ NVTL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/19/2003 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 05/16/2003 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: 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 | ||||||||
| Series B Convertible Preferred Stock, par value $0.001/share | 0.7 | 05/14/2003 | 05/14/2003 | J | 1,003 | 05/14/2003 | 05/14/2010(1) | Common Stock | 1,433,333 | $1,000 | 1,003 | I | (2) (3)(2)(3) | ||
| Warrants (Right to Buy) | 0.7 | 05/14/2003 | 05/14/2003 | J | 402,083 | 09/12/2003 | 03/12/2008 | Common Stock | 402,083 | $0 | 563,541 | I | (4)(4) | ||
| Explanation of Responses: |
| 1. Information created to satisfy SEC form input requirements. The Series B Stock has no expiration date. |
| 2. The holder of record of these securities is Cornerstone Equity Investors, IV, L.P., the managing general partner of which is Cornerstone Equity Investors LLC. |
| 3. On May 14, 2003, Cornerstone acquired 545 shares of the Company's Series B convertible preferred stock ("Series B Stock") and secured subordinated convertible notes in original principal amount of $458,333. These notes are convertible into 458 shares of Series B Stock. In connection with this transaction, Cornerstone also received warrants to purchase an aggregate of 402,083 shares of common stock at an exercise price of $0.70 per share including warrants issued March 12, 2003. The warrants are not exercisable until September 12, 2003. The rights, preferences and privileges of these securities, including certain limitations on conversion and exercise, are set forth more fully in the Company's Definitive Proxy Statement filed on April 15, 2003 with the Securities and Exchange Commission. |
| 4. The Reporting Person also directly holds 695,536 shares of common stock as previously reported. |
| /s/ Patrick T. Waters, Attorney-in-Fact | 05/19/2003 | |
| ** 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 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||