Sec Form 4 Filing - PUDWILL HORST J @ NOVATEL WIRELESS INC - 2004-05-04

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person PUDWILL HORST J 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) STE 1806 CENTRAL PLAZA, 18 HARBOUR RD 3. Date of Earliest Transaction (MM/DD/YY) 05/04/2004 (Street) WANCHAI, HONG KONG, K300000 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 05/04/2004 C 3,406,032 A $ 0.7 3,810,199 I By Corporation ( 1 ) Common Stock 05/04/2004 S 805,000 D $ 14.6862 3,005,199 I By Corporation ( 1 )

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 05/04/2004 C 2,257 12/08/2003 ( 2 ) Common Stock ( 3 ) 3,406,032 $ 1,000 0 I By Corporation

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other PUDWILL HORST J STE 1806 CENTRAL PLAZA 18 HARBOUR RD WANCHAI, HONG KONG, K300000 X X BAY INVESTMENTS LTD SUITE 1806 CENTRAL PLAZA 18 HARBOUR RD WANCHAI, HONG KONG, K300000 X Signatures /s/ Patrick T. Waters as Attorney-in-Fact for Horst J. Pudwill & Bay Investments Ltd. 05/06/2004 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Bay Investments Limited is the holder of record of these securities. Horst J. Pudwill, one of our directors, exercises voting and investment control over these securities but disclaims beneficial ownership except to the extent of his pecuniary interest therein. ( 2 )Information created solely to satisfy SEC form input requirements. The Series B Preferred Stock has no expiration date. ( 3 )The number of shares of common stock into which the number of shares of Series B Convertible Preferred Stock is convertible into is a fraction, the numerator of which is the number of Preferred Shares times the per share purchase price of $1,000, plus cumulative dividends-to-date at the rate of 8% annually, and the denominator of which is a conversion ratio of $0.70.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.