Banner

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
 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
checkbox unchecked Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
checkbox unchecked Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Tavistock Holdings, Inc.

(Last) (First) (Middle)
9350 CONROY WINDERMERE ROAD

(Street)
WINDERMERE FL 34786

(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 checkbox checked 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/02/2024
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
checkbox checked 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 09/30/2024 A 7,655(1)(2) A $0 43,344 D(3)
Common Stock 1,303,314 I See footnote(4)
Common Stock 761,483 I See footnote(5)
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*
Tavistock Holdings, Inc.

(Last) (First) (Middle)
9350 CONROY WINDERMERE ROAD

(Street)
WINDERMERE FL 34786

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

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

(Street)
NEW PROVIDENCE, BAHAMAS

(City) (State) (Zip)
Explanation of Responses:
1. Reflects restricted stock units ("RSUs") granted to James B. Avery, a member of the issuer's board of directors. Mr. Avery is obligated to transfer any shares issued pursuant to any equity awards made to him by the issuer, or the economic benefits, to Tavistock Holdings, Inc. ("Tavistock Holdings") as a successor-in-interest to Tavistock Financial, LLC. Tavistock Holdings may be deemed the direct beneficial owner of the RSUs.
2. Represents RSUs scheduled to vest on September 23, 2025. The RSUs convert into common stock on a one-for-one basis.
3. These securities are owned directly by Tavistock Holdings. Mr. Lewis is the sole indirect beneficial owner of Tavistock Holdings.
4. These securities are owned directly by Golden Harbor Ltd. ("Golden Harbor"). Mr. Lewis is the sole indirect beneficial owner of Golden Harbor. Tavistock Holdings disclaims beneficial ownership these securities.
5. These securities are owned directly by Braslyn Ltd. ("Braslyn"). Mr. Lewis is the sole indirect beneficial owner of Braslyn. Tavistock Holdings disclaims beneficial ownership these securities.
Remarks:
The Reporting Persons may be deemed members of a group that beneficially owns more than 10% of the outstanding shares of the common stock, par value $0.001 (the "Common Stock") of the issuer.
/s/ Tom B. Youth, By: Thomas B. Youth, Vice President, Tavistock Holdings, Inc. 10/02/2024
/s/ Joseph C. Lewis 10/02/2024
** 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.