0000950142-20-001358.txt : 20200514
0000950142-20-001358.hdr.sgml : 20200514
20200514213011
ACCESSION NUMBER: 0000950142-20-001358
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200512
FILED AS OF DATE: 20200514
DATE AS OF CHANGE: 20200514
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: 20880230
MAIL ADDRESS:
STREET 1: 115 EAST PUTNAM AVENUE
CITY: GREENWICH
STATE: CT
ZIP: 06830
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: 20880231
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: 20880232
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
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: 9710 SCRANTON ROAD
STREET 2: SUITE 200
CITY: SAN DIEGO
STATE: CA
ZIP: 92121
BUSINESS PHONE: 8588123400
MAIL ADDRESS:
STREET 1: 9710 SCRANTON ROAD
STREET 2: SUITE 200
CITY: SAN DIEGO
STATE: CA
ZIP: 92121
FORMER COMPANY:
FORMER CONFORMED NAME: NOVATEL WIRELESS INC
DATE OF NAME CHANGE: 20000726
4
1
es2000746_4-inseego.xml
OWNERSHIP DOCUMENT
X0306
4
2020-05-12
0
0001022652
INSEEGO CORP.
INSG
0001749976
Miller Brian
115 EAST PUTNAM AVENUE
GREENWICH
CT
06830
1
0
1
0
0001633979
North Sound Trading, LP
115 EAST PUTNAM AVENUE
GREENWICH
CT
06830
1
0
1
0
0001749646
North Sound Management, Inc.
115 EAST PUTNAM AVENUE
GREENWICH
CT
06830
1
0
1
0
Convertible Notes Due 2022
2020-05-12
4
D
0
31116000
0
D
Common Stock
0
I
See Footnote
Convertible Notes Due 2025
2020-05-12
4
A
0
55544000
0
A
Common Stock
55544000
I
See Footnote
The Convertible Notes due 2022 will mature on June 15, 2022, unless earlier converted, redeemed or repurchased. The Convertible Notes due 2022 are 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 Notes due 2022 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.
The Convertible Notes due 2025 will mature on May 1, 2025, unless earlier converted, redeemed or repurchased. The Convertible Notes due 2025 are convertible at any time until the close of business on trading day immediately before the scheduled maturity date, subject to certain limitations, into shares of the Issuer's common stock at an initial conversion price of $12.61 per share of common stock, which is subject to adjustment.
The securities 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 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. On May 12, 2020, North Sound Trading LP exchanged all the Convertible Notes due 2022 that it owned for $55,544,000 aggregate principal amount of Convertible Notes due 2025 and a payment of $22,260,826 in cash. The exchange transaction is exempt from Section 16(b) of the Securities Exchange Act by virtue of the exemption provided in Rule 16b-3.
/s/ Brian Miller
2020-05-14
/s/ Brian Miller, President of North Sound Management, Inc., acting as General Partner of North Sound Trading, LP
2020-05-14
/s/ Brian Miller, President of North Sound Management, Inc.
2020-05-14