AVENUE INVESTMENTS LP 4
4 · NextWave Wireless Inc. · Filed Nov 19, 2008
Insider Transaction Report
Form 4
Avenue Capital Management II, L.P.
Director10% Owner
Transactions
- Award
Common Stock Warrant (right to buy)
2008-10-09→ 30,000,000 totalExercise: $0.01From: 2008-10-09Exp: 2011-10-09→ Common Stock (30,000,000 underlying) - Disposition to Issuer
Series A Senior Convertible Preferred Stock
2008-10-09$1000.00/sh−22,294$22,294,000→ 0 totalExercise: $11.05From: 2007-03-28→ Common Stock (2,265,227 underlying) - Disposition to Issuer
Series A Senior Convertible Preferred Stock
2008-10-09$1000.00/sh−48,739$48,739,000→ 0 totalExercise: $11.05From: 2007-03-28→ Common Stock (4,952,227 underlying) - Disposition to Issuer
Series A Senior Convertible Preferred Stock
2008-10-09$1000.00/sh−13,726$13,726,000→ 0 totalExercise: $11.05From: 2007-03-28→ Common Stock (1,394,658 underlying) - Award
Third Lien Subordinated Secured Convertible Note Due 2011
2008-10-09$1000.00/sh→ 5,942,672 totalExercise: $11.05From: 2008-10-09Exp: 2011-12-31→ Common Stock (5,942,672 underlying) - Disposition to Issuer
Series A Senior Convertible Preferred Stock
2008-10-09$1000.00/sh−15,241$15,241,000→ 0 totalExercise: $11.05From: 2007-03-28→ Common Stock (1,548,593 underlying)
Footnotes (10)
- [F1]On October 9, 2008, NextWave Wireless Inc. (the "Company") entered into a Third Lien Subordinated Exchange Note Exchange Agreement among the Company, as issuer, NextWave Wireless LLC ("NextWave LLC"), a wholly-owned subsidiary of the Company, the guarantors named therein and the purchasers party thereto, and The Bank of New York Mellon, as collateral agent pursuant to which the purchasers party thereto exchanged their holdings of Series A Senior Convertible Preferred Stock for Third Lien Subordinated Secured Convertible Notes due 2011 (the "Third Lien Notes").
- [F10]The securities are owned directly by Avenue AIV.
- [F2]The Series A Senior Convertible Preferred Stock has no expiration date.
- [F3]The number of shares represents the accreted liquidation preference plus accrued dividends as of October 9, 2008 divided by the conversion price per share of $11.05.
- [F4]The securities are owned directly by Avenue International Master, L.P. ("Avenue International").
- [F5]The securities are owned directly by Avenue Investments, L.P. ("Avenue Investments").
- [F6]The securities are owned directly by Avenue Special Situations Fund IV, L.P. ("Avenue Special Situations").
- [F7]The securities are owned directly by Avenue CDP Global Opportunities Fund, L.P. ("Avenue Global Opportunities").
- [F8]The number of shares reflects the principal amount of the Third Lien Notes divided by the conversion price of $11.05.
- [F9]On October 9, 2008, Avenue AIV US, L.P. ("Avenue AIV" and together with Avenue International, Avenue Investments, Avenue Special Situations, and Avenue Global Opportunities, the "Funds") entered into a Warrant Agreement with the Company pursuant to which the Company issued to Avenue AIV warrants to purchase in the aggregate 30,000,000 shares of common stock (subject to adjustment as provided in the Warrant Agreement). The warrants were issued to Avenue AIV as a condition to Avenue AIV's purchase of Senior Subordinated Secured Second Lien Notes in the aggregate principal amount of $78,947,367.75 from NextWave LLC.