SEC Form 4

FORM 4		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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* MELLON VENTURES LP (Last) (First) (Middle) (Street) Pittsburgh PA 15258 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol AIRNET COMMUNICATIONS CORP [ ANCC ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 08/13/2003
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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, $.001 par value per share (Common Stock)(1)(2)(3)	08/13/2003		C		6,369,427	A	$0	6,847,742(5)	D
Common Stock(1)(2)(3)(4)	08/13/2003		P		8,514,892	A	$0.0587	15,362,634(5)	D

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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
Series B Convertible Preferred Stock, $.01(1)(2)(3)	$0(6)	08/13/2003		C			318,471.3	08/08/1988(7)	08/08/1988(8)	Common Stock	6,369,427(5)	$0	0	D
Common Stock Warrant (right to buy)	$3.14	08/13/2003		J			0(1)(2)(3)	08/08/1988(7)	05/11/2011	Common Stock	955,414(5)	$0(1)(2)(3)	0	D

1. Name and Address of Reporting Person* MELLON VENTURES LP (Last) (First) (Middle) (Street) Pittsburgh PA 15258 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MELLON BANK N A (Last) (First) (Middle) (Street) Pittsburgh PA 15258 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Joint Filer

1. Name and Address of Reporting Person* MELLON FINANCIAL CORP (Last) (First) (Middle) (Street) Pittsburgh PA 15258 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Joint Filer

1. Name and Address of Reporting Person* MVMA L P (Last) (First) (Middle) (Street) Pittsburgh PA 15258 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Joint Filer

1. Name and Address of Reporting Person* MVMA INC (Last) (First) (Middle) (Street) PITTSBURGH PA 15258 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Joint Filer

Explanation of Responses:

1. Pursuant to a letter agreement dated January 20, 2003 between AirNet Communications Corporation (the "Issuer") and Mellon Ventures, L.P. ("Mellon Ventures") (the "Letter Agreement") and Section 6(a) of the Series B Convertible Preferred Stock Certificate of Designations (the "Certificate of Designations") of the Issuer, Mellon Ventures agreed to, upon the occurrence of certain events, including the closing of the Issuer's convertible debt financing which is more fully described in the Issuer's definitive proxy statement dated July 15, 2003 relating to the Issuer's annual meeting of stockholders held on August 8, 2003 (the "Proxy Statement"), convert the 318,471.3 shares of Series B Convertible Preferred Stock, par value $.01 per share (the "Series B") owned by it into 6,369,427 shares of the Issuer's Common Stock, $.001 par value per share (the "Common Stock").

2. (Continued from Footnote (1)) Under the Certificate of Designations, Mellon Ventures and the other holders of Series B were originally entitled to receive ten (10) shares of Common Stock for every share of Series B held upon conversion. The Letter Agreement together with the related escrow agreements and escrow letters and the Issuer's Proxy Statement provided that, in consideration of Mellon Ventures and Tandem PCS Investments, L.P. ("Tandem") agreeing to convert their Series B shares into Common Stock, and their waiver of their respective anti-dilution rights and accrued dividends on the Series B and other rights as preferred holders, Mellon and Tandem each would receive $500,000 and upon conversion each share of Series B would be convertible into twenty (20) shares of Common Stock rather than ten (10) shares of Common Stock.

3. (Continued from Footnote (2)) The conversion of the shares of Series B was contingent upon, among other things, the related closing of a convertible debt financing of the Issuer which is more fully described in the Proxy Statement. The conversion of the shares of Series B was at a fixed-price. As a condition precedent to the transactions described in the Proxy Statement and the conversion of the Series B shares, the warrants (the "Warrant") exercisable for Common Stock originally issued to each Series B holder (including Mellon Ventures) on May 16, 2001 were terminated. No value was received by Mellon Ventures from the termination of the Warrant. The conversion of the Series B into Common Stock, the termination of the Warrant, the private purchase described below in footnote (4), the payment of $500,000 to Mellon Ventures by the Issuer and the closing of the convertible debt financing all were conditioned upon each other and occurred at the same time on August 13, 2003, the closing date.

4. As part of the overall transaction described in footnotes (1),(2), and (3) and conditioned upon the closing of the convertible debt financing and related transactions referenced therein, pursuant to a stock purchase and sale agreement dated January 20, 2003 between Mellon Ventures and Tandem, Mellon Ventures purchased in a private transaction 8,514,892 shares of Common Stock held by Tandem in exchange for Mellon Ventures paying $500,000 (which was paid to Mellon Ventures by the Issuer in consideration of Mellon Ventures agreeing to convert its Series B into Common Stock) to Tandem.

5. Mellon Ventures, MVMA, L.P. and MVMA, Inc. disclaim beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that any reporting person or any joint filer is the beneficial owner of the securities for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Mellon Bank, N.A. is the majority limited partner of Mellon Ventures and as such may be deemed the beneficial owner of the securities of the Issuer beneficially owned by Mellon Ventures. Mellon Bank, N.A. disclaims beneficial ownership of these securities. Mellon Bank, N.A., the majority limited partner of Mellon Ventures, is a wholly-owned subsidiary of Mellon Financial Corporation, and as such Mellon Financial Corporation may be deemed the beneficial owner of the securities of the Issuer beneficially owned by Mellon Ventures. Mellon Financial Corporation disclaims beneficial ownership of these securities.

6. At the time of the closing the Series B shares were convertible at a rate of 20 shares of Common Stock for each share of Series B.

7. Immediately Exercisable. Per the Frequently Asked Questions issued by the Division of Corporation Finance of the SEC, 08/08/1988 is a "dummy date".

8. Security had no Expiration Date. Per the Frequently Asked Questions issued by the Division of Corporation Finance of the SEC, 08/08/1988 is a "dummy date".

	Mellon Ventures, L.P., by its general partner, MVMA, L.P. by its general partner, MVMA, Inc., /s/ Paul D. Cohn, Director	08/15/2003
	Mellon Ventures, L.P., by its general partner, MVMA, L.P., by its general partner, MVMA, Inc., In its capacity as Attorney-In-Fact for MVMA, L.P., MVMA, Inc., Mellon Bank, N.A. and Mellon Financial Corporation, /s/ Paul D. Cohn, Director	08/15/2003
	** Signature of Reporting Person	Date
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