SEC FORM 4

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

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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)

ONE MELLON BANK CENTER

(Street)

PITTSBURGH

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)
03/22/2004

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $.001 par value per share ("Common Stock")(1)	03/22/2004		S		5,000	D	$1.31	12,733,534⁽¹⁾⁽²⁾	D
Common Stock	03/22/2004		S		5,500	D	$1.32	12,728,034⁽¹⁾⁽²⁾	D
Common Stock	03/22/2004		S		1,400	D	$1.33	12,726,634⁽¹⁾⁽²⁾	D
Common Stock	03/22/2004		S		19,400	D	$1.34	12,707,234⁽¹⁾⁽²⁾	D
Common Stock	03/22/2004		S		5,000	D	$1.35	12,702,234⁽¹⁾⁽²⁾	D
Common Stock	03/22/2004		S		5,000	D	$1.37	12,697,234⁽¹⁾⁽²⁾	D
Common Stock	03/22/2004		S		11,800	D	$1.38	12,685,434⁽¹⁾⁽²⁾	D
Common Stock	03/22/2004		S		12,900	D	$1.39	12,672,534⁽¹⁾⁽²⁾	D
Common Stock	03/22/2004		S		3,000	D	$1.4	12,669,534⁽¹⁾⁽²⁾	D
Common Stock	03/22/2004		S		9,600	D	$1.41	12,659,934⁽¹⁾⁽²⁾	D
Common Stock	03/22/2004		S		5,400	D	$1.42	12,654,534⁽¹⁾⁽²⁾	D
Common Stock	03/22/2004		S		1,800	D	$1.43	12,652,734⁽¹⁾⁽²⁾	D
Common Stock	03/22/2004		S		5,000	D	$1.45	12,647,734⁽¹⁾⁽²⁾	D
Common Stock	03/22/2004		S		24,300	D	$1.46	12,623,434⁽¹⁾⁽²⁾	D
Common Stock	03/22/2004		S		13,200	D	$1.47	12,610,234⁽¹⁾⁽²⁾	D
Common Stock	03/22/2004		S		2,000	D	$1.48	12,608,234⁽¹⁾⁽²⁾	D
Common Stock	03/22/2004		S		9,600	D	$1.49	12,598,634⁽¹⁾⁽²⁾	D
Common Stock	03/22/2004		S		30,400	D	$1.5	12,568,234⁽¹⁾⁽²⁾	D
Common Stock	03/22/2004		S		8,200	D	$1.51	12,560,034⁽¹⁾⁽²⁾	D
Common Stock	03/22/2004		S		20,200	D	$1.52	12,539,834⁽¹⁾⁽²⁾	D
Common Stock	03/22/2004		S		5,000	D	$1.54	12,534,834⁽¹⁾⁽²⁾	D
Common Stock	03/22/2004		S		3,500	D	$1.56	12,531,334⁽¹⁾⁽²⁾	D
Common Stock	03/23/2004		S		15,000	D	$1.21	12,516,334⁽¹⁾⁽²⁾	D
Common Stock	03/23/2004		S		10,000	D	$1.22	12,506,334⁽¹⁾⁽²⁾	D
Common Stock	03/23/2004		S		5,000	D	$1.23	12,501,334⁽¹⁾⁽²⁾	D
Common Stock	03/23/2004		S		2,500	D	$1.24	12,498,834⁽¹⁾⁽²⁾	D
Common Stock	03/23/2004		S		29,900	D	$1.25	12,468,934⁽¹⁾⁽²⁾	D
Common Stock	03/23/2004		S		3,845	D	$1.26	12,465,089⁽¹⁾⁽²⁾	D
Common Stock	03/23/2004		S		4,000	D	$1.3	12,461,089⁽¹⁾⁽²⁾	D
Common Stock	03/23/2004		S		1,000	D	$1.31	12,460,089⁽¹⁾⁽²⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

MELLON VENTURES LP

(Last)

(First)

(Middle)

ONE MELLON BANK CENTER

(Street)

PITTSBURGH

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^*

MVMA L P

(Last)

(First)

(Middle)

ONE MELLON BANK CENTER

(Street)

PITTSBURGH

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)

ONE MELLON BANK CENTER

(Street)

PITTSBURGH

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 BANK N A

(Last)

(First)

(Middle)

ONE MELLON BANK CENTER

(Street)

PITTSBURGH

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)

ONE MELLON BANK CENTER

(Street)

PITTSBURGH

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. Mellon Ventures LP ("Mellon Ventures"), MVMA, L.P. and MVMA, Inc. disclaim beneficial ownership of the reported securities except to the extent of their 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 (continued in footnote 2).

2. 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. Additionally, the securities reported herein as beneficially owned may exclude securities of the Issuer with respect to which voting and/or dispositive power is exercised by subsidiaries of Mellon Financial Corporation, or departments or units thereof, independently from the exercise of those powers over the securities reported herein. See SEC Release No. 34-39538 (January 12, 1998).

	Mellon Ventures, L.P., by its general partner, MVMA, L.P., by its general partner, MVMA, Inc., /s/ Kathe Dollish, Operations Coordinator	03/23/2004
	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/ Kathe Dollish, Operations Coordinator	03/23/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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