Form SC 13D/A

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

 

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SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)* 

 

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Novatel Wireless, Inc.

(Name of Issuer)

Common Stock, $0.001 Par Value

(Title of Class of Securities)

66987M604

(CUSIP Number)

Andrea L. Mancuso

505 Huntmar Park Drive, Suite 325

Herndon, VA 20170

(703) 865-0700

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

December 30, 2015

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐

 

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Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

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*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 disclosures provided in a prior cover page.

The information required on 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 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).

 

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SCHEDULE 13D

 

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	HC2 Holdings 2, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☒
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			13,067,382
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			13,067,382
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	13,067,382
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	24.1%
14	TYPE OF REPORTING PERSON
	CO

 

 

 

 

 

 

Item 1.

Security and Issuer.

This Amendment No. 5 (“Amendment No. 5”) amends the Schedule 13D filed on September 16, 2014, as amended by Amendment No. 1 filed on November 21, 2014, Amendment No. 2 filed on February 26, 2015, Amendment No. 3 filed on March 30, 2015 and Amendment No. 4 filed on July 30, 2015 (as amended, the “Schedule 13D”), and relates to the shares of Common Stock, $0.001 par value (the “Shares”), of Novatel Wireless, Inc. (the “Issuer”). The Schedule 13D remains in full force and effect, except as specifically amended by this Amendment No. 5. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.

Item 2.

Identity and Background.

This Schedule 13D is being filed by HC2 Holdings 2, Inc., a Delaware corporation (“HC2 Holdings”), United Teacher Associates Insurance Co., a Texas corporation (“UTAIC”), Continental General Insurance Co., a Ohio corporation (“CGIC”), Continental Insurance Group, Ltd., a Delaware corporation (“CIG”), Continental Insurance Inc., a Delaware corporation (“CII”) and HC2 Holdings, Inc., a Delaware corporation (“HC2” and, together with CIG, CII, HC2 Holdings, UTAI and CGIC, the “Reporting Persons”). The business address of each of the Reporting Persons is 505 Huntmar Park Dr., Suite 325, Herndon, VA 20170.

The Shares reported in this Schedule 13D are held directly by HC2 Holdings, UTAIC and CGIC. HC2 Holdings is a wholly owned subsidiary of HC2. CIG is a wholly owned subsidiary of HC2 Holdings. CII is a wholly owned subsidiary of CIG. UTAIC and CGIC are wholly owned subsidiaries of CII. CIG and CII do not directly own any securities of the Issuer. However, as a result of CIG’s and CII’s ownership of all of UTAIC’s and CGIC’s equity, CIG and CII may be deemed to beneficially own the securities of the Issuer directly owned by UTAIC and CGIC. CIG and CII specifically disclaim beneficial ownership in the Shares reported herein, except to the extent they actually exercise voting or dispositive power with respect to such Shares.

HC2 does not directly own any securities of the Issuer. However, as a result of HC2’s ownership of all of HC2 Holdings’, UTAIC’s, CGIC’s, CIG’s and CII’s equity, HC2 may be deemed to beneficially own the securities of the Issuer directly owned by HC2 Holdings, UTAIC and CGIC. HC2 specifically disclaims beneficial ownership in the Shares reported herein, except to the extent it actually exercise voting or dispositive power with respect to such Shares

The information required by General Instruction C to Schedule 13D with respect to the executive officers and directors of HC2 Holdings, UTAIC, CGIC and HC2 has been updated and is listed on Schedule A hereto under the heading “HC2 Holdings Executive Officers and Directors,” “UTAIC Executive Officers and Directors,” “CGIC Executive Officers and Directors” and “HC2 Executive Officers and Directors,” respectively. Certain additional information required by this Item 2 and General Instruction C to Schedule 13D is set forth on Schedule A which is incorporated by reference herein.

Item 5.

Interest in Securities of the Issuer.

On December 24, 2015, HC2 completed the acquisitions of CGIC and UTAIC contemplated by the Amended and Restated Stock Purchase Agreement (the “Purchase Agreement”) entered into with Continental General Corporation, a Nebraska corporation, and Great American Financial Resources, Inc., a Delaware corporation. Pursuant to a capital contribution required by the Purchase Agreement, HC2 contributed 4,941,176 Shares to UTAIC and 2,823,529 Shares to CGIC after closing.

(a, b) As of the date hereof, HC2 Holdings may be deemed to be the beneficial owner of 13,067,382 Shares, representing the beneficial ownership of 24.1% of the Shares, based on 52,627,858 Shares outstanding, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015. The number of Shares beneficially owned includes Shares acquirable starting September 26, 2015 upon exercise of the warrant issued on March 26, 2015 (the “March 2015 Warrant”).

HC2 Holdings has the sole power to vote or direct the vote of none of the Shares; has the shared power to vote or direct the vote of 13,067,382 Shares; has sole power to dispose or direct the disposition of none of the Shares; and has shared power to dispose or direct the disposition of 13,067,382 Shares.

(a, b) As of the date hereof UTAIC may be deemed to be the beneficial owner of 4,941,176 Shares, representing the beneficial ownership of 9.4% of the Shares, based on 52,627,858 Shares outstanding, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015.

UTAIC has the sole power to vote or direct the vote of none of the Shares; has the shared power to vote or direct the vote of 4,941,176 Shares; has sole power to dispose or direct the disposition of none of the Shares; and has shared power to dispose or direct the disposition of 4,941,176 Shares.

(a, b) As of the date hereof, CGIC may be deemed to be the beneficial owner of 2,823,529 Shares, representing the beneficial ownership of 5.4% of the Shares, based on 52,627,858 Shares outstanding, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015.

CGIC  has the sole power to vote or direct the vote of none of the Shares; has the shared power to vote or direct the vote of 2,823,529 Shares; has sole power to dispose or direct the disposition of none of the Shares; and has shared power to dispose or direct the disposition of 2,823,529 Shares.

 

 (a, b) As of the date hereof, CIG may be deemed to be the beneficial owner of 7,764,705 Shares, representing the beneficial ownership of 14.8% of the Shares, based on 52,627,858 Shares outstanding, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015.

CIG has the sole power to vote or direct the vote of none of the Shares; has the shared power to vote or direct the vote of 7,764,705 Shares; has sole power to dispose or direct the disposition of none of the Shares; and has shared power to dispose or direct the disposition of 7,764,705 Shares.

(a, b) As of the date hereof, CII may be deemed to be the beneficial owner of 7,764,705 Shares, representing the beneficial ownership of 14.8% of the Shares, based on 52,627,858 Shares outstanding, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015.

CII has the sole power to vote or direct the vote of none of the Shares; has the shared power to vote or direct the vote of 7,764,705 Shares; has sole power to dispose or direct the disposition of none of the Shares; and has shared power to dispose or direct the disposition of 7,764,705 Shares.

(a, b) As of the date hereof, HC2 may be deemed to be the beneficial owner of 13,067,382 Shares, representing the beneficial ownership of 24.1% of the Shares, based on 52,627,858 Shares outstanding, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015. The number of Shares beneficially owned includes Shares acquirable starting September 26, 2015 upon exercise of the March 2015 Warrant.

HC2 has the sole power to vote or direct the vote of none of the Shares; has the shared power to vote or direct the vote of 13,067,382 Shares; has sole power to dispose or direct the disposition of none of the Shares; and has shared power to dispose or direct the disposition of 13,067,382 Shares.

(c) Except as set forth above or previously reported in the Schedule 13D, the Reporting Persons have not effected any transactions in the Shares.

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: January 12, 2016

 

 

 

 

 

Neither of the Reporting Persons, and none of the executive officers or directors of the Reporting Persons, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). Except as set forth below, neither of the Reporting Persons, and none of the executive officers or directors of the Reporting Person, has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

On September 18, 2013, the United States District Court for the Southern District of New York entered a final judgment (the “Final Judgment”) approving a settlement between the SEC and Harbinger Capital Partners LLC (“HCP LLC”), Harbinger Capital Partners Special Situations GP, LLC (“HCPSS”) LLC, Harbinger Capital Partners Offshore Manager, L.L.C., and Philip Falcone (collectively, the “HCP Parties”), in connection with the two civil actions previously filed against the HCP Parties by the SEC. One civil action alleged that certain HCP Parties violated the anti-fraud provisions of the federal securities laws by engaging in market manipulation in connection with the trading of the debt securities of a particular issuer from 2006 to 2008. The other civil action alleged that HCP LLC and Mr. Falcone violated the anti-fraud provisions of the federal securities laws in connection with a loan made by HCPSS to Philip Falcone in October 2009 and in connection with the circumstances and disclosure regarding alleged preferential treatment of, and agreements with, certain fund investors.

The Final Judgment bars and enjoins Mr. Falcone for a period of five years (after which he may seek to have the bar and injunction lifted) from acting as or being an associated person of any “broker,” “dealer,” “investment adviser,” “municipal securities dealer,” “municipal adviser,” “transfer agent,” or “nationally recognized statistical rating organization,” as those terms are defined in Section 3 of the Securities Exchange Act of 1934 and Section 202 of the Investment Advisers Act of 1940 (such specified entities, collectively, the “Specified Entities”). During the period of the bar, Mr. Falcone may also remain associated with HCP LLC and other HCP LLC related entities, provided that, during such time, Mr. Falcone’s association must be limited as set forth in the Final Judgment. The settlement requires the HCP Parties to pay disgorgement of profits, prejudgment interest, and civil penalties totaling approximately $18 million.

 

 

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