PINX:WAVE Insider Activity 4 Filing - 8/16/2012

Effective Date 8/16/2012

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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. Issuer Name and Ticker or Trading Symbol
NextWave Wireless Inc. [WAVE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
410 PARK AVENUE, 11TH FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
08/16/2012
(Street)

NEW YORK, NY, NY 10022
4. If Amendment, Date Original Filed (Month/Day/Year)
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 Acquired, Disposed of, or Beneficially Owned
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

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Underlying Securities
(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 of Derivative Security: 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
Third Lien Convertible Notes due 2013 (the "Notes") $77.35 08/16/2012   J(1)(2)     126,690,336 10/09/2008 02/28/2013 Common Stock 1,637,884 (1) (2) 0 I See footnotes(3)(4)(5)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Solus Alternative Asset Management LP
410 PARK AVENUE
11TH FLOOR
NEW YORK, NY, NY 10022
    X    
Solus GP LLC
410 PARK AVENUE
11TH FLOOR
NEW YORK, NY 10022
    X    
Pucillo Christopher
410 PARK AVENUE
11TH FLOOR
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   08/21/2012
** Signature of Reporting Person Date

 /s/ Christopher Pucillo, as Managing Member of Solus GP LLC   08/21/2012
** Signature of Reporting Person Date

 /s/ Christopher Pucillo   08/21/2012
** Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Effective August 16, 2012, the Notes were amended and restated. In connection with such amendment and restatement, the Notes were split into two series to provide that certain of Nextwave Wireless, Inc.'s (the "Issuer") obligations to the holders of the Notes remain with the Issuer (including an obligation in respect of the repayment of outstanding obligations of $325 million by the Issuer to such holders) and the remaining principal balance of the Notes, plus accrued and unpaid interest as of August 16, 2012, become direct obligations of a new holding company formed by the Issuer ("NextWave Holdco"). (Continued in footnote 2 below)
(2) (Continued from footnote 1) NextWave Holdco was formed in connection with the proposed acquisition of the Issuer by AT&T Inc. by means of a merger to hold all of the Issuer's assets other than its Wireless Communication Services and Advanced Wireless Services wireless spectrum licenses and other assets related thereto. In connection with the amendment and restatement of the Notes, the Notes were amended to remove the conversion feature and are no longer convertible into shares of common stock of the Issuer. The transactions reported herein reflect the fact that the Notes held by the Funds (as defined below) are no longer convertible into common stock of the Issuer.
(3) The securities to which this Form 4 relates were held directly by funds including Sola Ltd and Solus Core Opportunities Master Fund Ltd, each of which are Cayman Islands exempt companies (collectively, the "Funds"). This Form 4 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 4 nevertheless.
(4) Solus GP LLC ("Solus GP") is the general partner of Solus. Solus GP does not beneficially own any such securities as the term "beneficial owner" is defined in Rule 16a-1(a)(2) but has elected to file this Form 4 nevertheless.
(5) Christopher Pucillo is the managing member of Solus GP. Mr. Pucillo disclaims beneficial ownership of the securities held directly by the Funds pursuant to Rule 16a-1(a)(4), except to the extent of the indirect pecuniary interest, if any, in such securities as a result of his interest in affiliates of Solus or the Funds.

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PINX:WAVE Insider Activity 4 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.

PINX:WAVE Insider Activity 4 Filing - 8/16/2012
Name |  Ticker |  Star Rating |  Market Cap |  Stock Type |  Sector |  Industry Star Rating |  Investment Style |  Total Assets |  Category |  Top Holdings |  Top Sectors |  Symbol |  Title Star Rating |  Category |  Total Assets |  Top Holdings |  Top Sectors |  Symbol |  Name Title |  Date |  Author |  Collection |  Interest |  Popularity Topic |  Sector |  Key Indicators |  User Interest |  Market Cap |  Industry Name |  Ticker |  Star Rating |  Market Cap |  Stock Type |  Sector |  Industry Star Rating |  Investment Style |  Total Assets |  Category |  Top Holdings |  Top Sectors |  Symbol / Ticker |  Title Star Rating |  Category |  Total Assets |  Symbol / Ticker |  Name Title |  Date |  Author |  Collection |  Popularity |  Interest Title |  Date |  Company |  Symbol |  Interest |  Popularity Topic |  Sector |  Key Indicators |  User Interest |  Market Cap |  Industry Title |  Date |  Company |  Symbol |  Interest |  Popularity

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