6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

Report Of Foreign Private Issuer

Pursuant To Rule 13a-16 Or 15d-16 Of

The Securities Exchange Act Of 1934

FOR THE MONTH OF SEPTEMBER, 2014

COMMISSION FILE NUMBER:  001-34491

DRAGONWAVE INC.

(Translation of registrant’s name into English)

411 Legget Drive, Suite 600

Ottawa, Ontario, K2K 3C9

Canada

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:  ¨Form 20-F xForm 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  o

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:  o Yes  x No

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):  n/a

The following are exhibits issued by DragonWave Inc.:

Exhibit Number	Description
99.1	Press Release dated September 4, 2014— DragonWave Inc. Warrants To Start Trading on NASDAQ
99.2	First Supplemental Warrant Indenture, Dated as of September 4, 2014, to the Warrant Indenture Dated as of August 1, 2014

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	DRAGONWAVE INC.
	(Registrant)
	By:	/s/ Russell Frederick
	Name:	Russell Frederick
	Title:	Chief Financial Officer
Date:  September 4, 2014

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

September 4, 2014

DragonWave Inc. Warrants To Start Trading on NASDAQ

OTTAWA, ONTARIO—(Marketwired — September 4, 2014) — DragonWave Inc. (the “Company”) (TSX:DWI)(NASDAQ:DRWI), a leading global supplier of packet microwave radio systems for mobile and access networks, announced the commencement today of trading on NASDAQ Global Select Market (“NASDAQ”) under the symbol “DRWIW” of its common share purchase warrants issued on August 1, 2014 (the “Warrants”). The Warrants were issued in connection with the closing of the Company’s public offering (the “Offering”) of Units on August 1, 2014. Each Warrant entitles the holder thereof to purchase one common share of the Company at an exercise price of C$2.25 per share until August 1, 2016, subject to certain standard adjustments. The Warrants began trading on the Toronto Stock Exchange under the symbol “DWI.WT” on August 1, 2014.

The Company expects that any exercise of the Warrants will result in the cash proceeds from the exercise of such Warrants being paid to the Company.

The securities described above were sold in the United States pursuant to an effective registration statement on Form F-10, including the accompanying base prospectus forming a part thereof, as supplemented by the preliminary prospectus supplement (collectively, the “U.S. Offering Documents”) and in Canada pursuant to a final prospectus supplement to a final short form base shelf prospectus dated August 29, 2013. The Form F-10 has been previously filed with, and declared effective by, the Securities and Exchange Commission (the “SEC”), and the final short form base shelf prospectus has been filed with the securities regulatory authorities in each of the provinces of Canada, other than Quebec, and is available on SEDAR at www.sedar.com. The U.S. Offering Documents are available on the SEC’s web site at www.sec.gov. The final prospectus supplement may be obtained by visiting the SEC’s website at www.sec.gov, on SEDAR at www.sedar.com or from CIBC or H.C. Wainwright & Co. LLC by sending an email to michelene.dougherty@cibc.ca, for Canadian investors, or from CIBC or H.C. Wainwright at useprospectus@us.cibc.com or placements@hcwco.com, for United States investors.

In addition, the issuance of common shares issuable upon exercise of the Warrants under the United States Securities Act of 1933, as amended, has been registered in the United States pursuant to an effective registration statement filed with the SEC on July 24, 2014 as amended on July 29, 2014, and as supplemented by a prospectus supplement dated July 31, 2014 (the “U.S. Prospectus Supplement”). A corresponding prospectus supplement dated July 31, 2014 has been filed in all of the provinces of Canada, except Quebec, to the final short form base shelf prospectus dated July 29, 2014 (the “Canadian Prospectus Supplement”). A copy of the U.S Prospectus Supplement is available on the SEC’s website at www.sec.gov. A copy of the Canadian Prospectus Supplement is available at www.sedar.com.

In connection with the listing of the Warrants on NASDAQ, the Company has entered into a supplemental warrant indenture dated September 4, 2014 to the warrant indenture dated August 1, 2014 in respect of the Warrants. Copies of the supplemental warrant indenture and the warrant indenture are available on the SEC’s website at www.sec.gov and on SEDAR at www.sedar.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

About DragonWave

DragonWave(R) is a leading provider of high-capacity packet microwave solutions that drive next-generation IP networks. DragonWave’s carrier-grade point-to-point packet microwave systems transmit broadband voice, video and data, enabling service providers, government agencies, enterprises and other organizations to meet their increasing bandwidth requirements rapidly and affordably. The principal application of DragonWave’s products is wireless network backhaul, including a range of products ideally suited to support the emergence of underlying small cell networks. Additional solutions include leased line replacement, last mile fiber extension and enterprise networks. DragonWave’s corporate headquarters is located in Ottawa, Ontario, with sales locations in Europe, Asia, the Middle East and North America. For more information, visit http://www.dragonwaveinc.com.

DragonWave(R) and Horizon(R) are registered trademarks of DragonWave Inc.

Forward-Looking Statements

Certain statements in this release constitute forward-looking statements within the meaning of applicable securities laws. Forward-looking statements include statements as to the cash proceeds from the exercise of the Warrants being paid to the Company. These statements are subject to certain assumptions, risks and uncertainties, including market conditions and the Company’s ability to maintain an effective shelf registration statement in the United States. Readers are cautioned not to place undue reliance on such statements. These statements are provided to assist external stakeholders in understanding DragonWave’s expectations as of the date of this release and may not be appropriate for other purposes. Actual results, performance, achievements or developments of DragonWave may differ materially from the results, performance, achievements or developments expressed or implied by such statements.

Risk factors, in addition to those detailed above, that may cause the actual results, performance, achievements or developments of DragonWave to differ materially from the results, performance, achievements or developments expressed or implied by such statements can be found in the Company’s prospectus supplements filed with the SEC on July 25, 2014 and July 31, 2014, and the documents incorporated therein by reference, and in the final short form base shelf prospectus dated July 29, 2014 filed with the securities regulatory authorities in each of the provinces of Canada, other than Quebec, in the documents incorporated by reference therein, the final prospectus supplement thereto relating to the Offering, and in other public documents filed by DragonWave with Canadian and United States securities regulatory authorities, which are available at www.sedar.com and www.sec.gov, respectively.

DragonWave assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by law.

FOR FURTHER INFORMATION PLEASE CONTACT:

Investor Contact:

John Lawlor

Investor Relations

DragonWave Inc.

jlawlor@dragonwaveinc.com

613-599-9991 ext 2424

Media Contact:

Nadine Kittle

Marketing Communications

DragonWave Inc.

nkittle@dragonwaveinc.com

613-599-9991 ext 2262

Media Contact:

Becky Obbema

Interprose Public Relations

(for DragonWave)

Becky.Obbema@interprosepr.com

(408) 778-2024

Source: DragonWave Inc.

EX-99.2

Exhibit 99.2

EXECUTION VERSION

DRAGONWAVE INC.

as the Corporation

and

COMPUTERSHARE TRUST COMPANY OF CANADA

as the Warrant Agent

FIRST SUPPLEMENTAL WARRANT INDENTURE TO THE

WARRANT INDENTURE DATED AS OF AUGUST 1, 2014

Dated as of September 4, 2014

THIS FIRST SUPPLEMENTAL WARRANT INDENTURE TO THE WARRANT INDENTURE DATED AS OF AUGUST 1, 2014 is made as of September 4, 2014

BETWEEN:

DRAGONWAVE INC., a corporation incorporated under the laws of Canada (the “Corporation”)

AND

COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company existing under the laws of Canada and authorized to carry on business in all provinces of Canada (the “Warrant Agent”)

WHEREAS:

A.The Corporation and the Warrant Agent have entered into a warrant indenture dated as of August 1, 2014 (the “Indenture”);

B.This first supplemental warrant indenture to the Indenture (the “First Supplement”) is entered into for the purpose of correcting any ambiguity in the provisions of the Indenture in respect of Warrants whose ownership is evidenced by a direct registration system statement in accordance with Section 12.1(2) of the Indenture;

C.The following recital is a representation and statement of fact by the Corporation and not the Warrant Agent; and

D.The amendments in no way prejudice any of the rights of the Holders;

NOW THEREFORE, the parties hereto agree as set forth below:

ARTICLE 1
INTERPRETATION

Section 1.1To Be Read with Indenture

This First Supplement is a “supplemental indenture” as that term is used in the Indenture. The Indenture and the First Supplemental Warrant Indenture shall be read together and shall have effect as though all of the provisions of both indentures were contained in one instrument.

Section 1.2Definitions

In this First Supplement, the following expressions have the following meanings. Capitalized terms not otherwise defined in the First Supplement have the meaning given in the Indenture:

“First Supplemental Warrant Indenture” has the meaning set forth in the preambles; and

“Indenture” has the meaning set forth in the preambles to this First Supplement.

ARTICLE 2
AMENDMENTS TO THE INDENTURE

Section 2.1Amendments

(1)The following definition is hereby included in Section 1.1 of the Indenture:

““DRS Statement” means a direct registration system statement of the Warrant Agent evidencing the number of Warrants held by a Holder, which statement shall append an Exercise Form and a transfer form;”

(2)The definition of “Warrant Certificate” contained in Section 1.1 of the Indenture is deleted in its entirety and is replaced with the following definition:

““Warrant Certificate” means a certificate, substantially in the form set forth in Schedule “A” hereto, to evidence those Certificated Warrants, and where the context requires, includes a DRS Statement;”

(3)Section 2.7(1) of the Indenture is hereby amended by adding the following immediately after the last sentence of such section:

“Notwithstanding anything in the foregoing to the contrary, a Holder of Warrants represented by a DRS Statement shall not be required to surrender a DRS Statement in connection with the transfer of Warrants, but shall be required to deliver to the Warrant Agent a duly completed and signed transfer form (the form of which shall be appended to the DRS Statement).”

(4)Section 2.8(1) of the Indenture is hereby amended by replacing the first appearance of the term “Certificated Warrants” with the term “Warrant Certificates”; and

(5)Article 3 of the Indenture is hereby amended by adding a new Section 3.2(7) to read as follows:

“Subject always to the provisions of this Article 3 and compliance by both the Corporation and the Holder with applicable law, the Holder of any Warrant represented by a DRS Statement may exercise the right thereby conferred on him to acquire one Common Share (subject to adjustment pursuant to Article 4) in respect of each Warrant held by delivering to the Warrant Agent at the Warrant Agency (i) the Exercise Form duly completed and executed by the Holder or his executors, administrators or other legal representatives or his or their attorney duly appointed by an instrument in writing in form and manner satisfactory to the Warrant Agent, acting reasonably; and (ii) a certified cheque, bank draft or money order in lawful money of Canada, payable to or to the order of the Corporation in an amount equal to the Exercise Price (subject to adjustment pursuant to Article 4) multiplied by the number of Common Shares subscribed for pursuant to such Exercise Form.  A duly completed and executed Exercise Form and payment of the applicable Exercise Price shall be deemed to be surrendered only upon personal delivery thereof to or, if sent by mail or other means of transmission, upon actual receipt thereof by, the Warrant Agent at the Warrant Agency.”

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ARTICLE 3
MISCELLANEOUS

Section 3.1Acceptance of Trust

The Warrant Agent accepts the trusts in this First Supplement declared and provided for and agrees to perform the same upon the terms and conditions set out in this First Supplement and the Indenture and to hold all rights, privileges and benefits conferred hereby and by law in trust for the various persons who will from time to time be Holders, subject to all the terms and conditions set forth in this First Supplement.

Section 3.2Confirmation of Indenture

The Indenture as amended and supplemented by this First Supplement is in all respects confirmed.

Section 3.3Counterparts

This First Supplement may be executed in several counterparts, by original, facsimile, PDF or other electronic signature, each of which when so executed is deemed to be an original and such counterparts together constitute one and the same instrument and notwithstanding their date of execution they are deemed to be dated as of the date of this First Supplement.

(Signatures on following page)

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IN WITNESS WHEREOF the parties hereto have executed these presents under the hands of their proper officers in that behalf.

DRAGONWAVE INC.
By:	(Signed) “Russell Frederick”
	Name: Russell Frederick
	Title: Chief Financial Officer
COMPUTERSHARE TRUST COMPANY OF CANADA
By:	(Signed) “Lisa M. Kudo”
	Authorized Signing Officer
By:	(Signed) “Shelley Bloomberg”
	Authorized Signing Officer