Sec Form 4 Filing - BAY INVESTMENTS LTD @ NOVATEL WIRELESS INC - 2003-12-08

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 BAY INVESTMENTS LTD 2. Issuer Name and Ticker or Trading Symbol NOVATEL WIRELESS INC [ NVTL] 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) SUITE 1806, 18/F CENTRAL PLAZA, 18 HARBOUR RD 3. Date of Earliest Transaction (MM/DD/YY) 12/08/2003 (Street) WANCHAI HONG KONG, K3 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

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 Series B Convertible Preferred Stock $ 0.7 12/08/2003 12/08/2003 J 900 ( 1 ) 12/08/2003 ( 2 ) Common Stock 1,285,714 ( 3 ) $ 1,000 2,257 D Secured Subordinated Convertible Notes $ 0 ( 1 ) 12/08/2003 12/08/2003 C 05/14/2003 ( 2 ) Series B Convertible Preferred Stock 900 $ 0 ( 1 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BAY INVESTMENTS LTD SUITE 1806, 18/F CENTRAL PLAZA 18 HARBOUR RD WANCHAI HONG KONG, K3 X X PUDWILL HORST J STE 1806, 18/F CENTRAL PLAZA 18 HARBOUR RD WANCHAI HONG KONG, K3 X PUDWILL BARBARA STE 1806, 18/F CENTRAL PLAZA 18 HARBOUR RD WANCHAI HONG KONG, K3 Wife of Director Signatures /s/ Patrick T. Waters, Attorney-in-Fact 12/10/2003 Signature of Reporting Person Date

Explanation of Responses:

( 1 ) Represents conversion into Series B Convertible Preferred Stock of $901,576 principal amount of Secured Subordinated Convertible Notes. Bay Investments Ltd. is an investment vehicle controlled and beneficially owned by one of our directors, Horst J. Pudwill, and Barbara Pudwill. ( 2 ) Information created solely to satisfy SEC form input requirements. The securities have no expiration date. ( 3 ) Represents number of shares of common stock issuable upon conversion of 900 shares of Series B Preferred Stock had conversion occurred on 12/08/03.

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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