4//SEC Filing
NextWave Wireless Inc. 4
Accession 0001104659-13-005209
CIK 0001374993operating
Filed
Jan 27, 7:00 PM ET
Accepted
Jan 28, 5:20 PM ET
Size
21.3 KB
Accession
0001104659-13-005209
Insider Transaction Report
Form 4
Avenue Capital Management II, L.P.
Director10% Owner
Transactions
- Disposition from Tender
Common Stock
2013-01-24−19,490→ 0 total - Disposition from Tender
Common Stock
2013-01-24−250,507→ 0 total - Disposition from Tender
Common Stock
2013-01-24−3,806,798→ 0 total
Avenue International Master, L.P.
Director10% Owner
Transactions
- Disposition from Tender
Common Stock
2013-01-24−250,507→ 0 total - Disposition from Tender
Common Stock
2013-01-24−19,490→ 0 total - Disposition from Tender
Common Stock
2013-01-24−3,806,798→ 0 total
Avenue Investments, L.P.
Director10% Owner
Transactions
- Disposition from Tender
Common Stock
2013-01-24−3,806,798→ 0 total - Disposition from Tender
Common Stock
2013-01-24−19,490→ 0 total - Disposition from Tender
Common Stock
2013-01-24−250,507→ 0 total
Avenue Special Situations Fund IV LP
Director10% Owner
Transactions
- Disposition from Tender
Common Stock
2013-01-24−3,806,798→ 0 total - Disposition from Tender
Common Stock
2013-01-24−19,490→ 0 total - Disposition from Tender
Common Stock
2013-01-24−250,507→ 0 total
Avenue Special Situations Fund V LP
Director10% Owner
Transactions
- Disposition from Tender
Common Stock
2013-01-24−19,490→ 0 total - Disposition from Tender
Common Stock
2013-01-24−3,806,798→ 0 total - Disposition from Tender
Common Stock
2013-01-24−250,507→ 0 total
Avenue CDP Global Opportunities Fund LP
Director10% Owner
Transactions
- Disposition from Tender
Common Stock
2013-01-24−250,507→ 0 total - Disposition from Tender
Common Stock
2013-01-24−3,806,798→ 0 total - Disposition from Tender
Common Stock
2013-01-24−19,490→ 0 total
Avenue AIV US, L.P.
Director10% Owner
Transactions
- Disposition from Tender
Common Stock
2013-01-24−19,490→ 0 total - Disposition from Tender
Common Stock
2013-01-24−3,806,798→ 0 total - Disposition from Tender
Common Stock
2013-01-24−250,507→ 0 total
Footnotes (5)
- [F1]On January 24, 2013, AT&T Inc. ("AT&T") completed its acquisition of NextWave Wireless Inc. (the "Issuer") by means of a merger (the "Merger") of Rodeo Acquisition Sub Inc. ("Merger Sub") with and into the Issuer in accordance with an Agreement and Plan of Merger, dated August 1, 2012 (the "Merger Agreement") among the Issuer, AT&T and Merger Sub. Upon consummation of the Merger, each share of common stock of the Issuer beneficially owned by the Reporting Persons was converted into the right to receive (i) $1.00 per share in cash and (ii) a non-transferable contingent payment right representing a pro rata interest in an amount of up to $25 million held in escrow, which may be reduced in respect of indemnification obligations and other amounts payable to AT&T.
- [F2]In addition, upon consummation of the Merger, options for an aggregate of 101,353 shares of common stock of the Issuer granted by the Issuer to Robert T. Symington, an employee of Avenue Capital Management II, L.P. and a former director of the Issuer were cancelled for no consideration. Pursuant to an agreement between Mr. Symington and Avenue Capital Management II, L.P., any compensation received by Mr. Symington during his service as a director of the Issuer shall be for the benefit of the Funds (as defined under "Remarks"), and allocated accordingly among the Funds.
- [F3]The securities were owned directly by Avenue Special Situations Fund IV, L.P.
- [F4]The securities were owned directly by Avenue Investments, L.P.
- [F5]The securities were owned directly by Avenue AIV US, L.P.
Documents
Issuer
NextWave Wireless Inc.
CIK 0001374993
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001374993
Filing Metadata
- Form type
- 4
- Filed
- Jan 27, 7:00 PM ET
- Accepted
- Jan 28, 5:20 PM ET
- Size
- 21.3 KB