x
|
Rule 13d-1(b)
|
o |
Rule 13d-1(c)
|
o
|
Rule 13d-1(d)
|
CUSIP No. 65337Y409
|
13G/A
|
Page 2 of 8 Pages
|
(1)
|
NAMES OF REPORTING PERSONS | |||
Solus Alternative Asset Management LP | ||||
|
||||
(2)
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |||
(a) | o | |||
(b) | x | |||
|
||||
(3)
|
SEC USE ONLY | |||
|
||||
(4)
|
CITIZENSHIP OR PLACE OF ORGANIZATION | |||
Delaware | ||||
|
||||
NUMBER OF
|
(5) |
SOLE VOTING POWER
|
||
-0-
|
||||
SHARES
|
|
|||
BENEFICIALLY
|
(6) |
SHARED VOTING POWER
|
||
3,171,493 (includes 357,143 shares of Common Stock issuable upon exercise of warrants)
|
||||
OWNED BY
|
|
|||
EACH
|
(7) |
SOLE DISPOSITIVE POWER
|
||
-0-
|
||||
REPORTING
|
|
|||
PERSON WITH
|
(8) |
SHARED DISPOSITIVE POWER
|
||
3,171,493 (includes 357,143 shares of Common Stock issuable upon exercise of warrants)
|
||||
|
||||
(9)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED | |||
BY EACH REPORTING PERSON | ||||
3,171,493 (includes 357,143 shares of Common Stock issuable upon exercise of warrants)
|
||||
|
||||
(10)
|
CHECK BOX IF THE AGGREGATE AMOUNT | |||
IN ROW (9) EXCLUDES CERTAIN SHARES | o | |||
|
||||
(11)
|
PERCENT OF CLASS REPRESENTED | |||
BY AMOUNT IN ROW (9) | ||||
12.7%
|
||||
|
||||
(12)
|
TYPE OF REPORTING PERSON | |||
IA
|
||||
CUSIP No. 65337Y409
|
13G/A
|
Page 3 of 8 Pages
|
(1)
|
NAMES OF REPORTING PERSONS | |||
Solus GP LLC
|
||||
|
||||
(2)
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |||
(a) |
o
|
|||
(b) |
x
|
|||
|
||||
(3)
|
SEC USE ONLY | |||
|
||||
(5)
|
CITIZENSHIP OR PLACE OF ORGANIZATION | |||
Delaware | ||||
|
||||
NUMBER OF
|
(5) |
SOLE VOTING POWER
|
||
-0-
|
||||
SHARES
|
|
|||
BENEFICIALLY
|
(6) |
SHARED VOTING POWER
|
||
3,171,493 (includes 357,143 shares of Common Stock issuable upon exercise of warrants)
|
||||
OWNED BY
|
|
|||
EACH
|
(7) |
SOLE DISPOSITIVE POWER
|
||
-0-
|
||||
REPORTING
|
|
|||
PERSON WITH
|
(8) |
SHARED DISPOSITIVE POWER
|
||
3,171,493 (includes 357,143 shares of Common Stock issuable upon exercise of warrants)
|
||||
|
||||
(9)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED | |||
BY EACH REPORTING PERSON | ||||
3,171,493 (includes 357,143 shares of Common Stock issuable upon exercise of warrants)
|
||||
|
||||
(10)
|
CHECK BOX IF THE AGGREGATE AMOUNT | |||
IN ROW (9) EXCLUDES CERTAIN SHARES |
o
|
|||
|
||||
(11)
|
PERCENT OF CLASS REPRESENTED | |||
BY AMOUNT IN ROW (9) | ||||
12.7%
|
||||
|
||||
(12)
|
TYPE OF REPORTING PERSON | |||
mm
|
||||
CUSIP No. 65337Y409
|
13G/A
|
Page 4 of 8 Pages
|
(1)
|
NAMES OF REPORTING PERSONS | |||
Christopher Pucillo
|
||||
|
||||
(2)
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | |||
(a) |
o
|
|||
(b) |
x
|
|||
|
||||
(3)
|
SEC USE ONLY | |||
|
||||
(6)
|
CITIZENSHIP OR PLACE OF ORGANIZATION | |||
United States of America
|
||||
|
||||
NUMBER OF
|
(5) |
SOLE VOTING POWER
|
||
-0-
|
||||
SHARES
|
|
|||
BENEFICIALLY
|
(6) |
SHARED VOTING POWER
|
||
3,171,493 (includes 357,143 shares of Common Stock issuable upon exercise of warrants)
|
||||
OWNED BY
|
|
|||
EACH
|
(7) |
SOLE DISPOSITIVE POWER
|
||
-0-
|
||||
REPORTING
|
|
|||
PERSON WITH
|
(8) |
SHARED DISPOSITIVE POWER
|
||
3,171,493 (includes 357,143 shares of Common Stock issuable upon exercise of warrants)
|
||||
|
||||
(9)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED | |||
BY EACH REPORTING PERSON | ||||
3,171,493 (includes 357,143 shares of Common Stock issuable upon exercise of warrants)
|
||||
|
||||
(10)
|
CHECK BOX IF THE AGGREGATE AMOUNT | |||
IN ROW (9) EXCLUDES CERTAIN SHARES |
o
|
|||
|
||||
(11)
|
PERCENT OF CLASS REPRESENTED | |||
BY AMOUNT IN ROW (9) | ||||
12.7%
|
||||
|
||||
(12)
|
TYPE OF REPORTING PERSON | |||
IN
|
||||
CUSIP No. 65337Y409
|
13G/A
|
Page 5 of 8 Pages
|
Item 1(a).
|
Name of Issuer: Nextwave Wireless Inc. (the “Issuer”)
|
Item 1(b).
|
Address of Issuer's Principal Executive Offices: 12264 El Camino Real, Suite 305, San Diego, California 92130
|
Item 2(a).
|
Name of Person Filing:
|
Item 2(b).
|
Address of Principal Business Office or, if None, Residence: 410 Park Avenue, 11th Floor, New York, NY 10022
|
Item 2(c).
|
Citizenship:
|
Item 2(d).
|
Title of Class of Securities: Common Stock, $0.001 par value per share (the “Common Stock”)
|
Item 2(e).
|
CUSIP Number: 65337Y409
|
Item 3.
|
If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:
|
CUSIP No. 65337Y409
|
13G/A
|
Page 6 of 8 Pages
|
(a)
|
o
|
Broker or dealer registered under Section 15 of the Act,
|
(b)
|
o
|
Bank as defined in Section 3(a)(6) of the Act,
|
(c)
|
o |
Insurance Company as defined in Section 3(a)(19) ofthe Act,
|
(d)
|
o |
Investment Company registered under Section 8 of theInvestment Company Act of 1940,
|
(e)
|
x |
Investment Adviser in accordance with Rule13d-1 (b)(1)(ii)(E),
|
(f)
|
o
|
Employee Benefit Plan or Endowment Fund in accordancewith 13d-1 (b)(1)(ii)(F),
|
(g)
|
x |
Parent Holding Company or control person in accordancewith Rule 13d-1 (b)(1)(ii)(G),
|
(h)
|
o |
Savings Association as defined in Section 3(b) of theFederal Deposit Insurance Act,
|
(i)
|
o |
Church Plan that is excluded from the definition of aninvestment company under Section 3(c)(14) of the Investment Company Act of 1940,
|
(j)
|
o |
A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J),
|
(k)
|
o |
Group, in accordance with Rule 13d-1(b)(1)(ii)(J)..
|
Item 4.
|
Ownership.
|
(a)
|
Amount beneficially owned: 3,171,493 (includes 357,143 shares of Common Stock issuable upon exercise of warrants)
|
(b)
|
Percent of class:12.7%
|
(c)
|
(i) Sole power to vote or direct the vote: -0-
|
(ii) Shared power to vote or direct the vote: 3,171,493 (includes 357,143 shares of Common Stock issuable upon exercise of warrants)
|
(iii) Sole power to dispose or direct the disposition: -0-
|
(iv) Shared power to dispose or direct the disposition: 3,171,493 (includes 357,143 shares of Common Stock issuable upon exercise of warrants)
|
CUSIP No. 65337Y409
|
13G/A
|
Page 7 of 8 Pages
|
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person.
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
|
Item 8.
|
Identification and Classification of Members of the Group.
|
Item 9.
|
Notice of Dissolution of Group.
|
Item 10.
|
Certification.
|
CUSIP No. 65337Y409
|
13G/A
|
Page 8 of 8 Pages
|
Date: September 10, 2012
|
|
By: /s/ Christopher Pucillo | |
Christopher Pucillo
|
|
individually and as managing member of
|
|
Solus GP LLC,
|
|
for itself and as the general partner of
|
|
Solus Alternative Asset Management LP
|