Sec Form 4 Filing - Byron Marc V @ HUGHES Telematics, Inc. - 2012-06-14

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 Byron Marc V 2. Issuer Name and Ticker or Trading Symbol HUGHES Telematics, Inc. [ HUTC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 2200 FLETCHER AVENUE, 4TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 06/14/2012 (Street) FORT LEE, NJ07024 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 06/14/2012 S 621,293 D $ 11.8499 0 I Held by Byron Business Ventures XX, LLC ( 1 ) Common Stock 36,000 D Common Stock 105,050 I Held by Trivergance, LLC ( 2 )

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 Common Stock $ 0 ( 3 ) 03/31/2014 Common Stock 333,026 333,026 I Held by Byron Business Ventures XX, LLC ( 1 ) Common Stock $ 0 ( 4 ) 03/31/2014 Common Stock 241,893 241,893 I Shares held by Trivergance, LLC ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Byron Marc V 2200 FLETCHER AVENUE 4TH FLOOR FORT LEE, NJ07024 X Signatures /s/ Marc V. Byron 06/15/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Mr. Byron controls Byron Business Ventures XX, LLC. ( 2 )Mr. Byron has a pecuniary interest in the shares of common stock held by Trivergance, LLC. ( 3 )Shares of common stock held in escrow to be released to the Reporting Person if the trading price of the Company's common stock equals or exceeds $20.00 per share for any 20 trading days within a 30 trading-day period prior to March 31, 2014. ( 4 )Shares of common stock held in escrow to be released to the Reporting Person in three tranches as follows: (i) the first tranche of 40% of such shares will be released if the trading price of the Company's common stock equals or exceeds $20.00 per share for any 20 trading days within a 30 trading-day period prior to March 31, 2014; (ii) the second tranche of 30% of such shares will be released if the trading price of the Company's common stock equals or exceeds $24.50 per share for any 20 trading days within a 30 trading-day period prior to March 31, 2014; and the third tranche of 30% of such shares will be released if the trading price of the Company's common stock equals or exceeds $30.50 per share for any 20 trading days within a 30 trading-day period prior to March 31, 2014.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

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