Amended Statement of Beneficial Ownership (sc 13d/a)
August 14 2014 - 5:29PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Novatel
Wireless, Inc.
(Name of Issuer)
Common Stock, $0.001 Par Value
(Title of Class of Securities)
66987M604
(CUSIP Number)
Bruce A. Karsh
333 South Grand Ave., Suite 2800
Los Angeles, California 90071
213-830-6300
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
August 8, 2014
(Date of Event which Requires Filing of this Statement)
If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
¨
Note
: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for
other parties to whom copies are to be sent.
*
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The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
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The information required on the remainder of this cover page shall not be
deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
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CUSIP No. 66987M604
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Page 2 of 4 Pages
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1.
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Names of
Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Bruce
A. Karsh
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a)
¨
(b)
x
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
PF
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5.
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨
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6.
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Citizenship or Place of
Organization
U.S.A.
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.
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Sole Voting Power
3,286,803
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8.
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Shared Voting Power
750,000
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9.
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Sole Dispositive Power
3,286,803
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10.
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Shared Dispositive Power
750,000
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
4,036,803
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
¨
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13.
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Percent of Class Represented by Amount
in Row (11)
11.0%
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14.
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Type of Reporting Person (See
Instructions)
IN
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CUSIP No. 66987M604
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Page 3 of 4 Pages
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1.
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Names of
Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
The
Karsh Family Foundation
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a)
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(b)
x
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
AF
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5.
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨
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6.
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Citizenship or Place of
Organization
California
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.
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Sole Voting Power
750,000
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8.
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Shared Voting Power
0
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9.
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Sole Dispositive Power
750,000
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10.
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Shared Dispositive Power
0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
750,000
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
¨
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13.
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Percent of Class Represented by Amount
in Row (11)
2.0%
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14.
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Type of Reporting Person (See
Instructions)
OO
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This Amendment No. 1 (this Amendment) amends and supplements the Schedule 13D originally filed
with the Securities and Exchange Commission (the SEC) on June 2, 2014 (together, this Schedule 13D), by Bruce A. Karsh and The Karsh Family Foundation (the Foundation and together with Mr. Karsh, the
Reporting Persons), with respect to the Common Stock, $0.001 par value per share (the Common Stock) of Novatel Wireless, Inc. (the Company).
Item 3.
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Source and Amount of Funds or Other Consideration
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Item 3 is hereby amended to add the following:
Since the filing of the original Schedule 13D on June 2, 2014, Mr. Karsh has purchased 936,803 shares of the Companys Common Stock
(Shares) with personal funds in the open market for an aggregate purchase price of approximately $1,812,751, and the Foundation has purchased 100,000 Shares using its own funds in the open market for an aggregate purchase price of
approximately $198,140.
Item 5.
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Interest in Securities of the Issuer
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Item 5 is hereby amended to add the following:
(a) See items 11 and 13 of the cover pages to this Schedule 13D for the aggregate number of Shares and the percentage of the Companys Common Stock owned
by the Reporting Persons.
(b) See items 7 through 10 on the cover pages to this Schedule 13D.
(c) Mr. Karsh has made the following open market purchases of Shares since the filing of the original Schedule 13D on June 2, 2014. These purchases
represent multiple transactions during each day at the weighted average price and daily price range set forth below:
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Date
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Number of
Shares
Purchased
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Weighted
Average
Price
Per Share
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Daily Range
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8/13/2014
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114,000
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$
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1.88
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$1.83 - $2.10
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8/12/2014
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147,803
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$
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1.81
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$1.75 - $1.85
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8/8/2014
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301,000
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$
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1.97
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$1.80 - $2.05
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8/7/2014
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49,000
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$
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1.81
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$1.71 - $1.85
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6/20/2014
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142,000
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$
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2.07
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$1.96 - $2.10
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6/19/2014
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33,000
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$
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1.99
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$1.95 - $2.01
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6/18/2014
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51,800
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$
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1.97
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$1.89 - $2.00
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6/17/2014
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48,200
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$
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1.88
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$1.85 - $1.90
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6/16/2014
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50,000
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$
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1.87
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$1.81 - $1.90
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The Foundation made the following open market purchase of Shares since the filing of the original Schedule 13D on June 2,
2014. This purchase represents multiple transactions during each day at the weighted average price and daily price range set forth below:
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Date
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Number of
Shares
Purchased
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Price
Per Share
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Daily Range
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8/8/2014
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100,000
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$
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2.02
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$1.99 - $2.05
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The Reporting Persons undertake to provide to the Company, any security holder of the Company, or the staff of the Securities
and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the daily ranges.
Item 7.
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Material to be Filed as Exhibits
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Exhibit 99.1
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Joint Filing Agreement, dated June 2, 2014 (previously filed as Exhibit 99.1 to the original Schedule 13D filed on June 2, 2014, and incorporated herein by reference).
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Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Date: August 13, 2014
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/s/ Bruce A. Karsh
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Bruce A. Karsh
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The Karsh Family Foundation
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By:
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/s/ Bruce A. Karsh
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Bruce A. Karsh
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Authorized Signatory
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