0000950142-19-001553.txt : 20190712
0000950142-19-001553.hdr.sgml : 20190712
20190712170132
ACCESSION NUMBER: 0000950142-19-001553
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20190710
FILED AS OF DATE: 20190712
DATE AS OF CHANGE: 20190712
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: North Sound Trading, LP
CENTRAL INDEX KEY: 0001633979
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38358
FILM NUMBER: 19953488
BUSINESS ADDRESS:
STREET 1: 115 EAST PUTNAM AVENUE
CITY: GREENWICH
STATE: CT
ZIP: 06830
BUSINESS PHONE: 203-340-8400
MAIL ADDRESS:
STREET 1: 115 EAST PUTNAM AVENUE
CITY: GREENWICH
STATE: CT
ZIP: 06830
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: North Sound Management, Inc.
CENTRAL INDEX KEY: 0001749646
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38358
FILM NUMBER: 19953489
BUSINESS ADDRESS:
STREET 1: 115 EAST PUTNAM AVENUE
CITY: GREENWICH
STATE: CT
ZIP: 06830
BUSINESS PHONE: 203-340-8300
MAIL ADDRESS:
STREET 1: 115 EAST PUTNAM AVENUE
CITY: GREENWICH
STATE: CT
ZIP: 06830
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Miller Brian
CENTRAL INDEX KEY: 0001749976
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38358
FILM NUMBER: 19953490
MAIL ADDRESS:
STREET 1: 115 EAST PUTNAM AVENUE
CITY: GREENWICH
STATE: CT
ZIP: 06830
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: INSEEGO CORP.
CENTRAL INDEX KEY: 0001022652
STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669]
IRS NUMBER: 813377646
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 9605 SCRANTON ROAD
STREET 2: SUITE 300
CITY: SAN DIEGO
STATE: CA
ZIP: 92121
BUSINESS PHONE: 8588123400
MAIL ADDRESS:
STREET 1: 9605 SCRANTON ROAD
STREET 2: SUITE 300
CITY: SAN DIEGO
STATE: CA
ZIP: 92121
FORMER COMPANY:
FORMER CONFORMED NAME: NOVATEL WIRELESS INC
DATE OF NAME CHANGE: 20000726
4
1
es1900900_4-inseego.xml
OWNERSHIP DOCUMENT
X0306
4
2019-07-10
0
0001022652
INSEEGO CORP.
INSG
0001749976
Miller Brian
115 EAST PUTNAM AVENUE
GREENWICH
CT
06830
1
0
0
0
0001633979
North Sound Trading, LP
115 EAST PUTNAM AVENUE
GREENWICH
CT
06830
1
0
0
0
0001749646
North Sound Management, Inc.
115 EAST PUTNAM AVENUE
GREENWICH
CT
06830
1
0
0
0
Common Stock
2019-07-10
4
S
0
3900000
4.80
D
6401995
I
See Footnote
Common Stock
60083
D
Convertible Note
4.7
2019-07-10
4
P
0
25466000
33073967.5
A
Common Stock
31116000
I
See Footnote
The shares and convertible notes 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 and convertible notes 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.
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.
The restricted stock units convert into common stock on a one-for-one basis.
The restricted stock units are owned directly by Brian Miller.
The convertible note will mature on June 15, 2022, unless earlier converted, redeemed or repurchased. The convertible note is convertible into cash, shares of the Issuer's common stock, or a combination thereof, at the Issuer's election, at an initial conversion price of $4.70 per share of common stock, which is subject to adjustment. The convertible note may be converted by the holder in whole or in part at any time prior to the close of business on the business day immediately preceding December 15, 2021, but subject to certain conditions.
/s/ Brian Miller
2019-07-12
/s/ Brian Miller, President of North Sound Management, Inc., acting as General Partner of North Sound Trading, LP
2019-07-12
/s/ Brian Miller, President of North Sound Management, Inc.
2019-07-12