Sec Form 4 Filing - Miller Brian @ INSEEGO CORP. - 2019-03-28

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 Miller Brian 2. Issuer Name and Ticker or Trading Symbol INSEEGO CORP. [ INSG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 115 EAST PUTNAM AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 03/28/2019 (Street) GREENWICH, CT06830 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 03/28/2019 M 1,055,425 A $ 2.52 10,301,995 I See Footnote ( 1 ) Common Stock 60,083 ( 2 ) ( 3 ) D ( 4 )

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 Warrant (right to purchase) $ 2.52 03/28/2019 M 1,055,425 02/06/2019 08/06/2023 Common Stock 1,055,425 $ 0 0 I See Footnote ( 1 ) Warrant (right to purchase) $ 7 03/28/2019 A 625,000 09/28/2019 06/30/2022 Common Stock 625,000 $ 0 625,000 I See Footnote ( 1 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Miller Brian 115 EAST PUTNAM AVENUE GREENWICH, CT06830 X X North Sound Trading, LP 115 EAST PUTNAM AVENUE GREENWICH, CT06830 X X North Sound Management, Inc. 115 EAST PUTNAM AVENUE GREENWICH, CT06830 X X Signatures /s/ Brian Miller 03/29/2019 Signature of Reporting Person Date /s/ Brian Miller, President of North Sound Management, Inc., acting as General Partner of North Sound Trading, LP 03/29/2019 Signature of Reporting Person Date /s/ Brian Miller, President of North Sound Management, Inc. 03/29/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares and warrants are owned directly by North Sound Trading, LP, a Delaware partnership ("North Sound Trading"). Mr. Miller is the sole shareholder of North Sound Management, Inc., a Delaware corporation ("North Sound Management"), which in turn is the general partner of North Sound Trading. Mr. Miller and North Sound Management may be deemed to indirectly own the shares directly owned by North Sound Trading. Each of North Sound Trading and North Sound Management is deemed a director by deputization by virtue of their relationship with Mr. Miller, a director of the Issuer. The exercise of the warrant to acquire 1,055,425 shares of common stock and the acquisition of the warrant to acquire 625,000 shares of common stock are each transactions that are exempt from Section 16(b) pursuant to Section 16b-3. ( 2 )Of the 60,083 restricted stock units, 42,521 restricted stock units are scheduled to vest over a three-year period, with one-third vesting on each anniversary of the grant date through the third anniversary of the grant date. The remaining 17,562 restricted stock units are scheduled to vest in full on the first anniversary of the grant date. ( 3 )The restricted stock units convert into common stock on a one-for-one basis. ( 4 )The restricted stock units are owned directly by Brian Miller.

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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