4//SEC Filing
Miller Brian 4
Accession 0000950142-20-001358
CIK 0001022652other
Filed
May 13, 8:00 PM ET
Accepted
May 14, 9:30 PM ET
Size
13.0 KB
Accession
0000950142-20-001358
Insider Transaction Report
Form 4
INSEEGO CORP.INSG
Miller Brian
Director10% Owner
Transactions
- Disposition to Issuer
Convertible Notes Due 2022
2020-05-12→ 0 total(indirect: See Footnote)→ Common Stock - Award
Convertible Notes Due 2025
2020-05-12(indirect: See Footnote)→ Common Stock
North Sound Trading, LP
Director10% Owner
Transactions
- Disposition to Issuer
Convertible Notes Due 2022
2020-05-12→ 0 total(indirect: See Footnote)→ Common Stock - Award
Convertible Notes Due 2025
2020-05-12(indirect: See Footnote)→ Common Stock
North Sound Management, Inc.
Director10% Owner
Transactions
- Disposition to Issuer
Convertible Notes Due 2022
2020-05-12→ 0 total(indirect: See Footnote)→ Common Stock - Award
Convertible Notes Due 2025
2020-05-12(indirect: See Footnote)→ Common Stock
Footnotes (3)
- [F1]The Convertible Notes due 2022 will mature on June 15, 2022, unless earlier converted, redeemed or repurchased. The Convertible Notes due 2022 are convertible into cash, shares of the Issuer's common stock, or a combination thereof, at the Issuer's election, at an initial conversion price of $4.70 per share of common stock, which is subject to adjustment. The Convertible Notes due 2022 may be converted by the holder in whole or in part at any time prior to the close of business on the business day immediately preceding December 15, 2021, but subject to certain conditions.
- [F2]The Convertible Notes due 2025 will mature on May 1, 2025, unless earlier converted, redeemed or repurchased. The Convertible Notes due 2025 are convertible at any time until the close of business on trading day immediately before the scheduled maturity date, subject to certain limitations, into shares of the Issuer's common stock at an initial conversion price of $12.61 per share of common stock, which is subject to adjustment.
- [F3]The securities 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 ("North Sound Management"), which in turn is the general partner of North Sound Trading. Mr. Miller and North Sound Management may be deemed to indirectly own the shares directly owned by North Sound Trading. Each of North Sound Trading and North Sound Management is deemed a director by deputization by virtue of their relationship with Mr. Miller, a director of the Issuer. On May 12, 2020, North Sound Trading LP exchanged all the Convertible Notes due 2022 that it owned for $55,544,000 aggregate principal amount of Convertible Notes due 2025 and a payment of $22,260,826 in cash. The exchange transaction is exempt from Section 16(b) of the Securities Exchange Act by virtue of the exemption provided in Rule 16b-3.
Documents
Issuer
INSEEGO CORP.
CIK 0001022652
Entity typeother
Related Parties
1- filerCIK 0001749976
Filing Metadata
- Form type
- 4
- Filed
- May 13, 8:00 PM ET
- Accepted
- May 14, 9:30 PM ET
- Size
- 13.0 KB