X0306 4 2016-01-13 0 0001304492 pdvWireless, Inc. PDVW 0001014804 MCAULEY BRIAN 3 GARRET MOUNTAIN PLAZA SUITE 401 WOODLAND PARK NJ 07424 1 1 0 0 Chairman of the Board Common Stock 2016-01-13 4 A 0 3875 0.00 A 373136 D Common Stock 3836 I By Wife Common Stock 2827 I By The Beth Kathryn McAuley Trust Common Stock 2826 I By The Christian Brian McAuley Trust Common Stock 2826 I By The Mary Elizabeth McAuley Trust Common Stock 2826 I By The Tricia Florence McAuley Trust Represents the issuance of restricted stock units (the "RSUs"). 25% of the RSUs vest and become exercisable on January 13, 2017 with the remaining shares vesting in 3 equal annual installments thereafter. Mr. McAuley is the trustee of the The Beth Kathryn McAuley Trust, The Christian Brian McAuley Trust, The Mary Elizabeth McAuley Trust and The Tricia Florence McAuley Trust and has voting and dispositive power with respect to these shares. Mr. McAuley disclaims beneficial ownership except to the extent of his pecuniary interest therein. /s/ Timothy Gray, attorney-in-fact 2016-01-15