| 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 10/07/2014 |
3. Issuer Name and Ticker or Trading Symbol
NOVATEL WIRELESS INC [ NVTL ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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 | by HC2 Holdings 2(1) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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 | ||||
| Series C Preferred Stock | (2) | (2) | Common Stock | 87,196 | (2) | I | by HC2 Holdings 2(1) |
| Warrant (right to buy) | 03/08/2015 | 09/08/2019 | Common Stock | 4,117,647 | 2.26 | I | by HC2 Holdings 2(1) |
| Explanation of Responses: |
| 1. The securities are owned directly by HC2 Holdings 2, Inc. ("HC2 Holdings"). HC2 Holdings is a wholly owned subsidiary of HC2 Holdings, Inc. ("HC2"), and HC2 may be deemed to have the sole voting and dispositive power over the securities held by HC2 Holdings. Mr. Pons currently serves as the Executive Vice President of Business Development and a director of HC2. By virtue of the foregoing, Mr. Pons may be deemed to share in the voting and dispositive power over the securities held by HC2 Holdings. Mr. Pons disclaims beneficial ownership of the securities held by HC2 Holdings except to the extent of any pecuniary interest therein. |
| 2. Each share of Series C Preferred Stock will automatically convert into 10 shares of the Issuer's common stock upon receipt of the required stockholder approval. The Series C Preferred Stock is not convertible into common stock prior to obtaining the requisite stockholder approval. The Series C Preferred Stock has no expiration date. |
| /s/ Michael Newman, Attorney-in-Fact | 10/09/2014 | |
| ** 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. | ||
| 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. | ||