Sec Form 4 Filing - Mondor Dan @ INSEEGO CORP. - 2017-06-06

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 Mondor Dan 2. Issuer Name and Ticker or Trading Symbol INSEEGO CORP. [ INSG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) 9605 SCRANTON ROAD, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 06/06/2017 (Street) SAN DIEGO, CA92121 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

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 Non-Qualified Stock Option (right to buy) $ 0.94 06/06/2017 A 750,000 ( 1 ) 06/06/2018 06/06/2027 Common Stock 750,000 $ 0 750,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Mondor Dan 9605 SCRANTON ROAD SUITE 300 SAN DIEGO, CA92121 President and CEO Signatures Dan Mondor 06/13/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These stock options will vest 100% on June 6, 2018, the first anniversary of the date of grant, provided Mr. Mondor remains employed by the Company through such date. In the event of a change in control of the Company (as defined in his Change in Control and Severance Agreement, or "CIC Agreement") prior to June 6, 2018, 100% of the options will vest, provided Mr. Mondor remains employed with the Company through the date of such change in control. In the event Mr. Mondor's employment with the Company is involuntarily terminated without "cause" (as defined in his CIC Agreement) prior to June 6, 2018 and other than in connection with a change in control of the Company, then a pro rata portion of the options will vest, based on the number of full months between his start date and his termination date, divided by 12.

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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