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