| 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). | ||||||||||||||||
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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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
INSEEGO CORP. [ INSG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/06/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 11/06/2024 | J | 697,736 | A | (1) | 1,756,842 | I | See footnote(2) | ||
| Common Stock | 43,344(3) | I | See footnote(4) | |||||||
| Common Stock | 761,483 | I | See footnote | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Exchange Warrants | $12.12 | 11/06/2024 | J | 453,528 | 11/06/2024 | 11/06/2028 | Common Stock | 453,528 | (1) | 453,528 | I | See footnote(2) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. On November 6, 2024, Golden Harbor Ltd. ("Golden Harbor") surrendered to Inseego Corp. (the "Issuer") $24,456,000 in outstanding Issuer 3.25% convertible notes due 2025 (the "2025 Notes") in exchange for the Issuer's payment of $11,039.17 in accrued but unpaid interest arising under the 2025 Notes and the issuance of (i) $9,999,992 in principal amount of Issuer 9% Senior Secured Notes due 2029 (the "2029 Notes"), (ii) 697,736 shares of the Issuer's common stock, par value $0.001 ("Common Stock") and (iii) warrants (the "Exchange Warrants") to purchase 453,528 shares of Common Stock. |
| 2. These securities are owned directly by Golden Harbor. Mr. Lewis is the sole indirect beneficial owner of Golden Harbor. |
| 3. Reflects restricted stock units 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. These securities are owned directly by Tavistock Holdings. Mr. Lewis is the sole indirect beneficial owner of Tavistock Holdings. Golden Harbor disclaims beneficial ownership of these securities. |
| 4. These securities are owned directly by Braslyn Ltd. ("Braslyn"). Mr. Lewis is the sole indirect beneficial owner of Braslyn. Golden Harbor disclaims beneficial ownership these securities. |
| Remarks: |
| The Reporting Persons may be deemed a member of a group that beneficially owns more than 10% of the outstanding shares of Common Stock of the Issuer. |
| GOLDEN HARBOR LTD. /s/Paul Higgs, Director | 11/12/2024 | |
| JOSEPH C. LEWIS /s/Joseph C. Lewis | 11/12/2024 | |
| ** 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. | ||