SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c)
AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2
(Amendment No. )*
| NEXAIRA WIRELESS INC. |
(Name of Issuer)
| Common Stock, par value $0.001 per share |
(Title of Class of Securities)
| 65338J 104 |
(CUSIP Number)
| January 13, 2011 |
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
| * | 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 the disclosures provided in a prior cover page. |
The information required in 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 (“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. 65338J 104 | 13G | Page 2 of 6 Pages |
| 1 |
NAMES OF REPORTING PERSONS
Novatel Wireless Inc. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
5,169,9061 | ||||
| 6 | SHARED VOTING POWER
-0- | |||||
| 7 | SOLE DISPOSITIVE POWER
5,169,9061 | |||||
| 8 | SHARED DISPOSITIVE POWER
-0- | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,169,9061 | |||||
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ | |||||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.0%2 | |||||
| 12 |
TYPE OF REPORTING PERSON
(CO) | |||||
| 1 | Shares reported include 1,312,500 shares of common stock issuable upon the exercise of warrants. |
| 2 | The calculation of the foregoing percentage is based on a total of 72,268,522 shares of Nexaira Wireless Inc. common stock outstanding as of January 20, 2011 (as reported by Nexaira Wireless Inc. to Novatel Wireless Inc.). |
| CUSIP No. 65338J 104 | 13G | Page 3 of 6 Pages |
| Item 1. |
(a) | Name of Issuer: | ||
| Nexaira Wireless Inc. | ||||
| (b) | Address of Issuer’s Principal Executive Offices: | |||
| #1404 – 510 West Hastings Street | ||||
| Vancouver, B.C., Canada V6B1L8 | ||||
| Item 2. |
(a) | Name of Person Filing: | ||
| Novatel Wireless Inc. | ||||
| (b) | Address of Principal Business Office or, if None, Residence: | |||
| 9645 Scranton Road | ||||
| San Diego, CA 92121 | ||||
| (c) | Citizenship: | |||
| Delaware | ||||
| (d) | Title of Class of Securities: | |||
| Common Stock, par value $0.001 per share | ||||
| (e) | CUSIP Number: | |||
| 65338J 104 | ||||
| Item 3. |
If this statement is filed pursuant to §240.13d-1(b), or §240.13d-2(b) or (c), check whether the person filing is a: | |||
| (a) | ¨ Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); | |||
| (b) | ¨ Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); | |||
| (c) | ¨ Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); | |||
| (d) | ¨ Investment company registered under Section 8 of the Investment Company Act of 1940 | |||
| (15 U.S.C. 80a-8); | ||||
| (e) | ¨ An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |||
| (f) | ¨ An employee benefit plan or endowment fund in accordance with | |||
| § 240.13d-1(b)(1)(ii)(F); | ||||
| (g) | ¨ A parent holding company or control person in accordance with | |||
| § 240.13d-1(b)(1)(ii)(G); | ||||
| (h) | ¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |||
| CUSIP No. 65338J 104 | 13G | Page 4 of 6 Pages |
| (i) | ¨ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3); | |||||
| (j) | ¨ A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); | |||||
| (k) | ¨ Group, in accordance with § 240.13d-1(b)(1)(ii)(K). | |||||
| If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | ||||||
| Item 4. | Ownership. | |||||
| Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. | ||||||
| (a) | Amount Beneficially Owned: | |||||
| 5,169,906 (See footnote 1 above) | ||||||
| (b) | Percent of Class: | |||||
| 7.0% (See footnote 2 above) | ||||||
| (c) | Number of shares as to which the person has: | |||||
| (i) | Sole power to vote or to direct the vote: 5,169,906 | |||||
| (ii) | Shared power to vote or to direct the vote: -0- | |||||
| (iii) | Sole power to dispose or to direct the disposition of: 5,169,906 | |||||
| (iv) | Shared power to dispose or to direct the disposition of: -0- | |||||
| Item 5. | Ownership of Five Percent or Less of a Class. | |||||
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ¨. | ||||||
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. | |||||
| Not Applicable | ||||||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. | |||||
| Not Applicable | ||||||
| Item 8. | Identification and Classification of Members of the Group. | |||||
| Not Applicable | ||||||
| CUSIP No. 65338J 104 | 13G | Page 5 of 6 Pages |
| Item 9. |
Notice of Dissolution of Group. | |||
| Not Applicable | ||||
| Item 10. |
Certification. | |||
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. | ||||
| CUSIP No. 65338J 104 | 13G | Page 6 of 6 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Novatel Wireless Inc.
January 24, 2011 |
| (Date) |
| /s/ Kenneth Leddon |
| (Signature) |
| Kenneth Leddon, Senior Vice President and Chief Financial Officer |
| (Name and Title) |