Statement of Changes in Beneficial Ownership (4)
November 19 2014 - 4:12PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Mashinsky Alex
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2. Issuer Name
and
Ticker or Trading Symbol
NOVATEL WIRELESS INC
[
MIFI
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
CEO
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(Last)
(First)
(Middle)
9645 SCRANTON ROAD, SUITE 205
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3. Date of Earliest Transaction
(MM/DD/YYYY)
11/17/2014
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(Street)
SAN DIEGO, CA 92121
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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11/17/2014
(1)
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A
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9298.0
(2)
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A
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(3)
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198976
(4)
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D
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Common Stock
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11/17/2014
(1)
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A
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330965.0
(5)
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A
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(3)
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529941
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Non-Qualified Stock Option (right to buy)
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$2.85
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11/17/2014
(1)
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A
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700000.0
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(6)
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12/2/2017
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Common Stock
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700000
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$0.0
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700000
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D
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Non-Qualified Stock Option (right to buy)
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$5.0
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11/17/2014
(1)
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A
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300000.0
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(6)
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11/2/2019
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Common Stock
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300000
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$0.0
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300000
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D
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Explanation of Responses:
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(
1)
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These grants were made on November 2, 2014, subject to stockholder approval of an increase in the Company's authorized shares of common stock. Stockholder approval was obtained on November 17, 2014.
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(
2)
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These Restricted Stock Units vest in two equal monthly installments, on November 28, 2014 and December 31, 2014.
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(
3)
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Each Restricted Stock Unit represents the contingent right to receive one share of common stock upon vesting of the unit.
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(
4)
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Includes 4,911 shares acquired on November 14, 2014 under the issuers Employee Stock Purchase Plan.
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(
5)
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These Restricted Stock Units vest one-third annually beginning on the first anniversary of the award date.
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(
6)
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This option shall vest over three (3) years, one-third of which shall vest on the one-year anniversary of the grant date, followed by 24 months of ratable monthly vesting.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Mashinsky Alex
9645 SCRANTON ROAD
SUITE 205
SAN DIEGO, CA 92121
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X
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CEO
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Signatures
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/s/ Michael Newman, Attorney-in-fact
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11/19/2014
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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