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Form 4

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
 
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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*
Golden Harbor Ltd.

(Last) (First) (Middle)
CAY HOUSE, EP TAYLOR DRIVE N7776,
LYFORD CAY

(Street)
NEW PROVIDENCE C5

(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)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/22/2021
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 09/22/2021 A(1) 1,067,645 A $0.00(1) 14,908,149 D(2)
Series E Cumulative Perpetual Preferred Stock 09/22/2021 D(1) 7,000 D $0.00(1) 0 D(2)
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*
Golden Harbor Ltd.

(Last) (First) (Middle)
CAY HOUSE, EP TAYLOR DRIVE N7776,
LYFORD CAY

(Street)
NEW PROVIDENCE C5

(City) (State) (Zip)
1. Name and Address of Reporting Person*
LEWIS JOSEPH

(Last) (First) (Middle)
CAY HOUSE, EP TAYLOR DRIVE

(Street)
LYFORD CAY, NEW PROVIDENCE C5 N7776

(City) (State) (Zip)
Explanation of Responses:
1. Pursuant to an Exchange Agreement (the "Exchange Agreement") dated September 3, 2021 between the Issuer and Golden Harbor Ltd. ("Golden Harbor"), on September 22, 2021, Golden Harbor exchanged its 7,000 shares of Issuer's Fixed-Rate Cumulative Perpetual Preferred Stock, Series E, par value $0.001 per share, for 1,067,645 shares of the Issuer's common stock (the "Exchange").
2. These securities are owned directly by Golden Harbor, which may be deemed to be a member of a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, consisting of Braslyn Ltd., Golden Harbor, Tavistock Financial, LLC and Joseph C. Lewis. Mr. Lewis is the sole indirect beneficial owner of and controls Golden Harbor. Each of Golden Harbor and Mr. Lewis is deemed a director by deputization by virtue of their relationship with James B. Avery, a director of the issuer. The Exchange is exempt from Section 16(b) of the Securities Exchange Act by virtue of the exemptions provided in Rule 16b-3.
Remarks:
Golden Harbor Ltd., /s/ Jason C. Callender, Jason C. Callender, Director & Vice President 09/24/2021
/s/ Joseph C. Lewis 09/24/2021
** 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.