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) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 08/01/2012
	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	08/01/2012		S		2,397,367	D	(1)	3,909,431(2)	D(3)
COMMON STOCK	08/01/2012		S		7,409	D	(1)	12,081(2)	D(4)
COMMON STOCK	08/01/2012		S		95,224	D	(1)	155,283(2)	D(5)

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

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 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) 399 PARK AVENUE 6TH FLOOR (Street) NEW YORK NY 10022 (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* Avenue Special Situations Fund IV LP (Last) (First) (Middle) C/O AVENUE CAPITAL MANAGEMENT II, L.P. 535 MADISON AVENUE, 15TH FLOOR (Street) NEW YORK NY 10022 (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* 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 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 (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The aggregate purchase price paid for the disposition of the aggregate 2,500,000 shares of common stock of Nextwave Wireless Inc. (the "Issuer") reported on this Form 4 was $0.01.

2. On June 21, 2010, the Issuer effected a 1-for-7 reverse stock split.

3. The securities are owned directly by Avenue AIV U.S., LP ("Avenue AIV"). Avenue AIV was previously reported as owning 44,147,590 shares of common stock, which were adjusted on June 21, 2010 to reflect the reverse stock split.

4. The securities are owned directly by Avenue Investments, L.P. ("Avenue Investments"). Avenue Investments was previously reported as owning 136,432 shares of common stock which were adjusted on June 21, 2010 to reflect the reverse stock split.

5. The securities are owned directly by Avenue Special Situations Fund IV, L.P. ("Avenue Special Situations"). Avenue Special Situations was previously reported as owning 1,753,552 shares of common stock which were adjusted on June 21, 2010 to reflect the reverse stock split.

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. Exhibit List: Exhibit 24 -- Power of Attorney (incorporated by reference to Exhibit 24.2 to the Form 3/A filed by the Adviser and other joint filers on July 27, 2010.

	/s/ Eric Ross as attorney-in-fact for Marc Lasry Managing Member of Avenue Capital Management II GenPar, LLC the General Partner of Avenue Capital Management II, L.P.	08/03/2012
	/s/ Eric Ross as attorney-in-fact for Marc Lasry, Managing Member of Avenue Partners, LLC, the General Partner of Avenue Investments, L.P.	08/03/2012
	/s/ Eric Ross as attorney-in-fact for Marc Lasry, Managing Member of GL Partners IV, LLC, the Managing Member of Avenue Capital Partners IV, LLC, the General Partner of Avenue Special Situations Fund IV, L.P.	08/03/2012
	/s/ Eric Ross as attorney-in-fact for Marc Lasry, Managing Member of Avenue AIV US GenPar, LLC, the General Partner of Avenue AIV US, L.P.	08/03/2012
	/s/ Eric Ross as attorney-in-fact for Marc Lasry, Managing Member of GL Partners V, LLC, the Managing Member of Avenue Capital Partners V, LLC, the General Partner of Avenue Special Situations Fund V, L.P.	08/03/2012
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.