X0306 4 2017-02-09 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 2017-02-09 4 F 0 394 19.80 D 382242 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 The shares were withheld at the election of the Reporting Person to satisfy tax withholding obligations in connection with the partial vesting and settlement of restricted stock units granted January 2016. 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 2017-02-13