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* Avenue Capital Management II, L.P. (Last) (First) (Middle) 535 MADISON AVENUE, 15TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol NextWave Wireless Inc. [ WAVE ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 07/01/2009
	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	07/01/2009		M		1,796,237	A	$0.01	1,796,237	D(1)
Common Stock	07/01/2009		F		42,685	D	$0.4208	1,753,552	D(1)
Common Stock	07/01/2009		M		139,753	A	$0.01	139,753	D(2)
Common Stock	07/01/2009		F		3,321	D	$0.4208	136,432	D(2)

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
Common Stock Warrant (right to buy)	$0.01	07/01/2009		M			1,796,237	11/13/2006	07/15/2009	Common Stock	1,796,237	$0	0	D(1)
Common Stock Warrant (right to buy)	$0.01	07/01/2009		M			139,753	11/13/2006	07/15/2009	Common Stock	139,753	$0	0	D(2)
Common Stock Warrant (right to buy)	$0.01	07/02/2009		A(3)		7,500,000		07/02/2009	06/29/2012	Common Stock	7,500,000	(4)	7,500,000	D(5)
Common Stock Option (right to buy)	$0.38	06/11/2009		A		166,999(6)		06/11/2009	06/10/2019	Common Stock	166,999	$0	166,999	I	See Foot Note(7)(8)

1. Name and Address of Reporting Person* Avenue Capital Management II, L.P. (Last) (First) (Middle) 535 MADISON AVENUE, 15TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Avenue International Master, L.P. (Last) (First) (Middle) 535 MADISON AVENUE, 15TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Avenue Investments, L.P. (Last) (First) (Middle) 535 MADISON AVENUE, 15TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Avenue Special Situations Fund IV LP (Last) (First) (Middle) 535 MADISON AVENUE, 15TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Avenue CDP Global Opportunities Fund LP (Last) (First) (Middle) 535 MADISON AVENUE, 15TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Avenue AIV US, L.P. (Last) (First) (Middle) 535 MADISON AVENUE, 15TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Avenue Special Situations Fund V LP (Last) (First) (Middle) 535 MADISON AVENUE, 15TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The securities are owned directly by Avenue Special Situations Fund IV, L.P. ("Avenue Special Situations").

2. The securities are owned directly by Avenue Investments, L.P. ("Avenue Investments").

3. On July 2, 2009, Avenue AIV US, L.P. ("Avenue AIV") entered into a Warrant Agreement dated as of July 2, 2009 with NextWave Wireless Inc. (the "Issuer") pursuant to which the Issuer issued to Avenue AIV warrants to purchase in the aggregate 7,500,000 shares of common stock (subject to adjustment as provided in the Warrant Agreement) (the "Warrants").

4. Pursuant to a Second Lien Incremental Indebtedness Agreement dated as of July 2, 2009 among NextWave Wireless LLC, the Issuer, The Bank of New York Mellon and the guarantors and purchasers named therein, Avenue AIV acquired the Warrants for an aggregate price of $3,750,000.

5. The securities are owned directly by Avenue AIV.

6. 85% of these options vested on the date of grant. The balance will vest in monthly installments over the next 10 months.

7. The securities are owned directly by Robert T. Symington. Mr. Symington is a director of the Issuer and an employee of Avenue Capital Management II, L.P. (the "Adviser"). The Adviser is the adviser to Avenue AIV, Avenue International Master, L.P., Avenue Investments, Avenue Special Situations , Avenue CDP Global Opportunities Fund, L.P., and Avenue Special Situations V, L.P (collectively, the "Funds"). The Funds have made an investment in the Issuer. Pursuant to the Funds' limited partnership agreements, any director compensation received by an employee of the Adviser related to an entity in which the Funds have invested shall be for the benefit of the Adviser. Such amounts shall reduce certain fees and expenses of the Funds.

8. Mr. Symington disclaims beneficial ownership of the options (and the common stock or other equity issued upon the exercise of the options), except for that portion of the sale proceeds necessary for Mr. Symington to satisfy any tax liabilities related thereto. The Adviser and Mr. Symington learnt of the grant of such options being reported herein on July 2, 2009. The options being granted herein were reported on Mr. Symington's Form 4 filed with the Securities and Exchange Commission on June 16, 2009.

Remarks:

This report is jointly filed by Avenue Capital Management II, L.P. ('Adviser") and the Adviser is the adviser to Avenue AIV, Avenue International Master, L.P., Avenue Investments, Avenue Special Situations, Avenue CDP Global Opportunities Fund, L.P., and Avenue Special Situations V, L.P (collectively, the "Funds"). The Funds have made an investment in the Issuer. The Funds, each of which may be deemed a director of the Issuer by virtue of their relationship with Robert T. Symington, a director of the Issuer and an employee of Adviser, the investment adviser to the Funds.

	Avenue Capital Management II, L.P. By: Avenue Capital Management II GenPar, LLC , its General Partner By: /s/ Marc Lasry Name: Marc Lasry Title: Managing Member	07/06/2009
	Avenue International Master, L.P. By: Avenue International Master Fund GenPar, Ltd., its General Partner By: /s/ Marc Lasry Name: Marc Lasry Title: Managing Member	07/06/2009
	Avenue Investments, L.P. By: Avenue Partners, LLC its General Partner By: /s/ Marc Lasry Name: Marc Lasry Title: Managing Member	07/06/2009
	Avenue Special Situations Fund IV, L.P. By: Avenue Capital Partners IV, LLC, its General Partner By: GL Partners IV, LLC, its Managing Member By: /s/ Marc Lasry Name: Marc Lasry Title: Managing Member	07/06/2009
	Avenue CDP Global Opportunities Fund, L.P. By: Avenue Global Opportunities Fund GenPar, LLC, its General Partner By: /s/ Marc Lasry Name: Marc Lasry Title: Managing Member	07/06/2009
	Avenue AIV US, L.P. By: Avenue AIV US GenPar, LLC, its General Partner By: /s/ Marc Lasry Name: Marc Lasry Title: Managing Member	07/06/2009
	Avenue Special Situations Fund V, L.P. By: Avenue Capital Partners V, LLC, its General Partner By: GL Partners V, LLC, its Managing Member By: /s/ Marc Lasry Name: Marc Lasry Title: Managing Member	07/06/2009
	** Signature of Reporting Person	Date
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