PINX:WAVE Insider Activity 3 Filing - 8/8/2012

Effective Date 8/8/2012

FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Solus Alternative Asset Management LP
2. Date of Event Requiring Statement (Month/Day/Year)
08/08/2012
3. Issuer Name and Ticker or Trading Symbol
NextWave Wireless Inc. [WAVE]
(Last)
(First)
(Middle)
410 PARK AVENUE,, 11TH FLR
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed (Month/Day/Year)
(Street)

NEW YORK, NY, NY 10022
6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock, $007 par value (the "Common Stock") 2,814,350
I
See Footnotes(1)(2)(3)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant to Purchase Common Stock (the "Warrants") 04/08/2009(4) 04/05/2013 Common Stock 357,143 $0.07 I See Footnotes(1)(2)(3)
Third Lien Convertible Notes due 2013 (the "Notes") 10/09/2008(5) 02/28/2013 Common Stock 1,637,884 $77.35 I See Footnotes(1)(2)(3)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Solus Alternative Asset Management LP
410 PARK AVENUE,
11TH FLR
NEW YORK, NY, NY 10022
    X    
Pucillo Christopher
C/O SOLUS ALTERNATIVE ASSET MANAGEMENT
LP, 410 PARK AVENUE, 11TH FLR
NEW YORK, NY 10022
    X    
Solus GP LLC
C/O SOLUS ALTERNATIVE ASSET MANAGEMENT
LP, 410 PARK AVENUE, 11TH FLR
NEW YORK, NY 10022
    X    

Signatures

/s/ Christopher Pucillo as Managing Member of Solus GP LLC, the General Partner of Solus Alternative Asset Management LP 08/20/2012
** Signature of Reporting Person Date

/s/ Christopher Pucillo, as Managing Member of Solus GP LLC 08/20/2012
** Signature of Reporting Person Date

/s/ Christopher Pucillo 08/20/2012
** Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) The shares to which this Form 3 relates are held directly by Sola Ltd and Solus Core Opportunities Master Fund Ltd, each of which are Cayman Islands exempt companies (collectively, the "Funds"). This Form 3 shall not be construed as an admission that the Funds are the beneficial owners of any shares of common stock of Nextwave Wireless Inc. (the "Issuer"), and the Funds expressly disclaim any such beneficial ownership. Solus Alternative Asset Management LP, a Delaware limited partnership ("Solus"), is a registered investment adviser that serves as investment adviser to the Funds, and as such has discretion over the securities held by the Funds. Pursuant to Rule 16a-1(a)(1), Solus is not deemed to beneficially own the securities held by the Funds but has elected to file this Form 3 nevertheless.
(2) Solus GP LLC ("Solus GP") is the general partner of Solus. Solus GP does not beneficially own any such shares as the term "beneficial owner" is defined in Rule 16a-1(a)(2) but has elected to file this Form 3 nevertheless.
(3) Christopher Pucillo is the managing member of Solus GP. Mr. Pucillo disclaims beneficial ownership of the shares held directly by the Fund pursuant to Rule 16a-1(a)(4), except to the extent of the indirect pecuniary interest, if any, in such shares as a result of his interest in affiliates of Solus or the Fund.
(4) The Warrants contain an issuance limitation prohibiting the holder of such Warrants from exercising the Warrants until such time as the holder would not beneficially own after any such exercise more than 9.99% of the then issued and outstanding Common Stock.
(5) The Notes contain an issuance limitation prohibiting the holder of such Notes from converting the Notes until such time as the holder would not beneficially own after any such conversion more than 9.99% of the then issued and outstanding Common Stock.

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PINX:WAVE Insider Activity 3 Filling

PINX:WAVE Stock - Get Insider Activity SEC Filing of PINX:WAVE stocks, including company profile, shares outstanding, strategy, business segments, operations, officers, consolidated financial statements, financial notes and ownership information.

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PINX:WAVE Insider Activity 3 Filing - 8/8/2012
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