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
X	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* Polygon Recovery Fund L.P. (Last) (First) (Middle) C/O POLYGON GLOBAL PARTNERS LLP 4 SLOANE TERRACE (Street) LONDON X0 SW 1X9DQ (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) 01/24/2013
	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	01/24/2013		U		2,500,000	D	(1)	0	I	See Footnote(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

1. Name and Address of Reporting Person* Polygon Recovery Fund L.P. (Last) (First) (Middle) C/O POLYGON GLOBAL PARTNERS LLP 4 SLOANE TERRACE (Street) LONDON X0 SW 1X9DQ (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* Polygon Management Ltd. (Last) (First) (Middle) C/O POLYGON GLOBAL PARTNERS LLP 4 SLOANE TERRACE (Street) LONDON X0 SW 1X9DQ (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* Polygon Recovery Fund GP (Last) (First) (Middle) C/O POLYGON GLOBAL PARTNERS LLP 4 SLOANE TERRACE (Street) LONDON X0 SW 1X9DQ (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* Polygon Recovery Manager LP (Last) (First) (Middle) C/O POLYGON GLOBAL PARTNERS LLP 4 SLOANE TERRACE (Street) LONDON X0 SW 1X9DQ (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* Polygon Management L.P. (Last) (First) (Middle) C/O POLYGON GLOBAL PARTNERS LLP 4 SLOANE TERRACE (Street) LONDON X0 SW 1X9DQ (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* Polygon Equities Partners LLP (Last) (First) (Middle) C/O POLYGON GLOBAL PARTNERS LLP 4 SLOANE TERRACE (Street) LONDON X0 SW 1X9DQ (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* Polygon Global Partners LP (Last) (First) (Middle) C/O POLYGON GLOBAL PARTNERS LLP 4 SLOANE TERRACE (Street) LONDON X0 SW 1X9DQ (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* Reade E. Griffith (Last) (First) (Middle) C/O POLYGON GLOBAL PARTNERS LLP 4 SLOANE TERRACE (Street) LONDON X0 SW 1X9DQ (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* Patrick G. G. Dear (Last) (First) (Middle) C/O POLYGON GLOBAL PARTNERS LLP 4 SLOANE TERRACE (Street) LONDON X0 SW 1X9DQ (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. On January 24, 2013, AT&T Inc. ("AT&T") completed its acquisition of NextWave Wireless Inc. (the "Issuer") by means of a merger (the "Merger") of Rodeo Acquisition Sub Inc. ("Merger Sub") with and into the Issuer in accordance with an Agreement and Plan of Merger, dated August 1, 2012 among the Issuer, AT&T and Merger Sub. Upon consummation of the Merger, each share of common stock of the Issuer beneficially owned by the Reporting Persons was converted into the right to receive (i)$1.00 per share in cash and (ii) a non-transferable contingent payment right representing a pro rata interest in an amount of up to $25 million held in escrow, which may be reduced in respect of indemnification obligations and other amounts payable to AT&T.

2. This Form 4 is filed on behalf of Polygon Management Ltd., Polygon Recovery Fund GP, Polygon Recovery Fund L.P., Polygon Recovery Manager LP, TFG Asset Management L.P. (f/k/a Polygon Management L.P.), Polygon Global Partners LLP (f/k/a Polygon Equities Partners LLP), Polygon Global Partners LP, Reade E. Griffith and Patrick G.G. Dear. The shares of common stock of the Issuer were held directly by Polygon Recovery Fund L.P.

	POLYGON RECOVERY FUND L.P. By: Polygon Recovery Fund GP, its general partner; By: /s/ Reade E. Griffith, Director	01/28/2013
	POLYGON MANAGEMENT LTD. By: /s/ Reade E. Griffith, Authorised Person	01/28/2013
	POLYGON RECOVERY FUND GP By: /s/ Reade E. Griffith, Director	01/28/2013
	POLYGON RECOVERY MANAGER LP By: Polygon Management Ltd., its general partner By: /s/ Reade E. Griffith, Authorised Person	01/28/2013
	TFG ASSET MANAGEMENT L.P. (F/K/A POLYGON MANAGEMENT L.P.) By: Polygon Management Ltd., its general partner By: /s/ Reade E. Griffith, Authorised Person	01/28/2013
	POLYGON GLOBAL PARTNERS LLP (F/K/A POLYGON EQUITIES PARTNERS LLP) By: /s/ Reade E. Griffith, Principal	01/28/2013
	POLYGON GLOBAL PARTNERS LP By: Tetragon Capital Management LLC, its general partner By: /s/ Reade E. Griffith, Authorised Person	01/28/2013
	/s/ Reade E. Griffith	01/28/2013
	/s/ Patrick G. G. Dear	01/28/2013
	** 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).
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