Sec Form 4 Filing - CORNERSTONE EQUITY INVESTORS IV LP @ NOVATEL WIRELESS INC - 2004-12-02

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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
CORNERSTONE EQUITY INVESTORS IV LP
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 _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
717 FIFTH AVENUE, SUITE 1100
3. Date of Earliest Transaction (MM/DD/YY)
12/02/2004
(Street)
NEW YORK, NY10022
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 12/02/2004 S 30,000 D $ 22.08 479,232 I by Partnership ( 1 )
Common Stock 12/03/2004 S 35,000 D $ 22.46 444,232 I by Partnership ( 1 )
Common Stock 12/03/2004 X 71,942 A $ 12.71 516,174 I by Partnership ( 1 )
Common Stock 12/06/2004 S 26,549 D $ 22.8 489,625 I by Partnership ( 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
Common Stock Purchase Warrant $ 12.71 12/03/2004 X 71,942 12/31/1999 12/31/2004 Common Stock 71,942 ( 2 ) 0 I by Partnership ( 1 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CORNERSTONE EQUITY INVESTORS IV LP
717 FIFTH AVENUE
SUITE 1100
NEW YORK, NY10022
X
Signatures
By: Patrick T. Waters For: CEI IV, L.P., R. Getz, & M. Rossi 12/06/2004
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The holder of record of these securities is Cornerstone Equity Investors IV, L.P., the managing general partner of which is Cornerstone Equity Investors, LLC ("CEI"). Two of our directors, Mark Rossi and Robert Getz, are managing directors of CEI and may be deemed to beneficially own these securities. Each disclaims beneficial ownership except to the extent of his respective pecuniary interest therein.
( 2 )On December 31, 1999, Cornerstone Equity Investors IV, L.P. participated in a private placement transaction with a group of investors pursuant to which it received warrants to purchase an aggregate of 71,942 shares of common stock at an exercise price of $12.71 per share.

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