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SEC FORM 4 SEC Form 4
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 		 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
North Sound Trading, LP
(Last) (First) (Middle)
115 EAST PUTNAM AVENUE
(Street)
GREENWICH CT 06830
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
INSEEGO CORP. [ INSG ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/19/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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
Common Stock 12/19/2018 P 1,721,070 A $3 9,246,570 D(1)
Common Stock 42,521(2)(3) D(4)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
1. Name and Address of Reporting Person*
North Sound Trading, LP
(Last) (First) (Middle)
115 EAST PUTNAM AVENUE
(Street)
GREENWICH CT 06830
(City) (State) (Zip)
1. Name and Address of Reporting Person*
North Sound Management, Inc.
(Last) (First) (Middle)
115 EAST PUTNAM AVENUE
(Street)
GREENWICH CT 06830
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Miller Brian
(Last) (First) (Middle)
115 EAST PUTNAM AVENUE
(Street)
GREENWICH CT 06830
(City) (State) (Zip)
Explanation of Responses:
1. The shares are owned directly by North Sound Trading, LP, a Delaware partnership ("North Sound Trading"). Mr. Miller is the sole shareholder of North Sound Management, Inc., a Delaware corporation, which in turn is the general partner of North Sound Trading. Mr. Miller may be deemed to indirectly own the shares directly owned by North Sound Trading. Mr. Miller is a director of the Issuer.
2. The restricted stock units are scheduled to vest over a three-year period, with one-third vesting on each anniversary of the grant date through the third anniversary of the grant date.
3. The restricted stock units convert into common stock on a one-for-one basis.
4. The shares are owned directly by Brian Miller.
/s/ Brian Miller, President of North Sound Management, Inc., acting as General Partner of North Sound Trading, LP 12/20/2018
/s/ Brian Miller, President of North Sound Management, Inc. 12/20/2018
/s/ Brian Miller 12/20/2018
** 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.