Sec Form 4 Filing - Avenue Capital Management II, L.P. @ NextWave Wireless Inc. - 2012-08-01

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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
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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1. Name and Address of Reporting Person
Avenue Capital Management II, L.P.
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)
535 MADISON AVENUE, 15TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
08/01/2012
(Street)
NEW YORK, NY10022
4. If Amendment, Date Original Filed (MM/DD/YY)
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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
COMMON STOCK 08/01/2012 S 2,397,367 D 3,909,431 ( 2 ) D ( 3 )
COMMON STOCK 08/01/2012 S 7,409 D 12,081 ( 2 ) D ( 4 )
COMMON STOCK 08/01/2012 S 95,224 D 155,283 ( 2 ) D ( 5 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Avenue Capital Management II, L.P.
535 MADISON AVENUE
15TH FLOOR
NEW YORK, NY10022
X
Avenue Investments, L.P.
399 PARK AVENUE
6TH FLOOR
NEW YORK, NY10022
X
Avenue Special Situations Fund IV LP
C/O AVENUE CAPITAL MANAGEMENT II, L.P.
535 MADISON AVENUE, 15TH FLOOR
NEW YORK, NY10022
X
Avenue AIV US, L.P.
535 MADISON AVENUE, 15TH FLOOR
NEW YORK, NY10022
X
Avenue Special Situations Fund V LP
535 MADISON AVENUE
NEW YORK, NY10022
X
Signatures
/s/ Eric Ross as attorney-in-fact for Marc Lasry Managing Member of Avenue Capital Management II GenPar, LLC the General Partner of Avenue Capital Management II, L.P. 08/03/2012
Signature of Reporting Person Date
/s/ Eric Ross as attorney-in-fact for Marc Lasry, Managing Member of Avenue Partners, LLC, the General Partner of Avenue Investments, L.P. 08/03/2012
Signature of Reporting Person Date
/s/ Eric Ross as attorney-in-fact for Marc Lasry, Managing Member of GL Partners IV, LLC, the Managing Member of Avenue Capital Partners IV, LLC, the General Partner of Avenue Special Situations Fund IV, L.P. 08/03/2012
Signature of Reporting Person Date
/s/ Eric Ross as attorney-in-fact for Marc Lasry, Managing Member of Avenue AIV US GenPar, LLC, the General Partner of Avenue AIV US, L.P. 08/03/2012
Signature of Reporting Person Date
/s/ Eric Ross as attorney-in-fact for Marc Lasry, Managing Member of GL Partners V, LLC, the Managing Member of Avenue Capital Partners V, LLC, the General Partner of Avenue Special Situations Fund V, L.P. 08/03/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The aggregate purchase price paid for the disposition of the aggregate 2,500,000 shares of common stock of Nextwave Wireless Inc. (the "Issuer") reported on this Form 4 was $0.01.
( 2 )On June 21, 2010, the Issuer effected a 1-for-7 reverse stock split.
( 3 )The securities are owned directly by Avenue AIV U.S., LP ("Avenue AIV"). Avenue AIV was previously reported as owning 44,147,590 shares of common stock, which were adjusted on June 21, 2010 to reflect the reverse stock split.
( 4 )The securities are owned directly by Avenue Investments, L.P. ("Avenue Investments"). Avenue Investments was previously reported as owning 136,432 shares of common stock which were adjusted on June 21, 2010 to reflect the reverse stock split.
( 5 )The securities are owned directly by Avenue Special Situations Fund IV, L.P. ("Avenue Special Situations"). Avenue Special Situations was previously reported as owning 1,753,552 shares of common stock which were adjusted on June 21, 2010 to reflect the reverse stock split.

Remarks:
This report is jointly filed by Avenue Capital Management II, L.P. ("Adviser") and the Adviser is the adviser to Avenue AIV, Avenue International Master, L.P., Avenue Investments, Avenue Special Situations, Avenue CDP Global Opportunities Fund, L.P., and Avenue Special Situations V, L.P (collectively, the "Funds"). The Funds have made an investment in the Issuer.Exhibit List: Exhibit 24 -- Power of Attorney (incorporated by reference to Exhibit 24.2 to the Form 3/A filed by the Adviser and other joint filers on July 27, 2010.

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