Form SC 13D/A

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CUSIP No.  66987M604

SCHEDULE 13D

Page 3 of 7

 

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Brian Miller
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  o (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   3,808,296
	8	SHARED VOTING POWER   -0-
	9	SOLE DISPOSITIVE POWER   3,808,296
	10	SHARED DISPOSITIVE POWER   -0-

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   3,808,296
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   7.1%
14	TYPE OF REPORTING PERSON   IN

 

CUSIP No.  66987M604

SCHEDULE 13D

Page 4 of 7

 

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   North Sound Trading, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  o (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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   3,808,296
	8	SHARED VOTING POWER   -0-
	9	SOLE DISPOSITIVE POWER   3,808,296
	10	SHARED DISPOSITIVE POWER   -0-

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   3,808,296
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   7.1%
14	TYPE OF REPORTING PERSON   PN

 

This Amendment No. 1 to the Schedule 13D (as so amended, the “Statement”) is being filed by the undersigned to amend the Statement as originally filed with the SEC on August 15, 2016.  Capitalized terms used and not defined in this Amendment No. 1 shall have the meanings ascribed to them in the Statement.  The security to which this statement relates is shares of Common Stock, $0.001 par value (the “Common Stock”), of Novatel Wireless, Inc. (the “Issuer”).  The principal executive offices of the Issuer are located at 9645 Scranton Road San Diego, California.

Item 2.  Identity and Background.

No material change.

Item 3 is hereby amended and restated as follows.

As of the date hereof, each of the Reporting Persons may be deemed to beneficially own 3,808,296 shares of Common Stock, which were acquired between April 16, 2015 and September 15, 2016 for an aggregate consideration of approximately $9,534,893.   The source of the purchase price for the shares of Common Stock was capital contributions from Mr. Miller.  No borrowed funds were used to purchase the Common Stock.

Item 4.  Purpose of Transaction.

No material change.

Item 5.  Interest in Securities of the Issuer.

Item 5 is hereby amended and restated as follows:

(a)           The aggregate percentage of shares of Common Stock reported as owned by each Reporting Person is based on 53,854,656 shares of the Issuer’s Common Stock issued and outstanding as of July 28, 2016, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on August 5, 2016. Based on calculations made in accordance with Rule 13d-3(d), each Reporting Person may be deemed to beneficially own 3,808,296 shares of Common Stock, constituting approximately 7.1% of the outstanding shares of Common Stock.

(b)            By virtue of the relationships between and among the Reporting Persons described in Item 2 of this Schedule 13D, each of the Reporting Persons may be deemed to have the sole power to direct the voting and disposition of the 3,808,296 shares of Common Stock beneficially owned by the Reporting Persons.