X0306 4 2013-01-24 1 0001374993 NextWave Wireless Inc. WAVE.PK 0001367610 Manchester Douglas F C/O NEXTWAVE WIRELESS, INC. 12264 EL CAMINO REAL, SUITE 305 SAN DIEGO CA 92130 1 0 1 0 Common Stock 2013-01-24 4 D 0 1210622 D 0 I By Manchester Charitable Foundation Common Stock 2013-01-24 4 D 0 21023 D 0 I By Manchester Financial Group, LP Common Stock 2013-01-24 4 D 0 22285 D 0 I By Douglas F. Manchester IRA NextWave Wireless Inc. (the "Issuer") was acquired (the "Merger") pursuant to that certain Agreement and Plan of Merger, dated as of August 1, 2012 (the "Merger Agreement"), by and among the Issuer, AT&T Inc. ("Parent"), and Rodeo Acquisition Sub Inc., a wholly owned subsidiary of Parent ("Merger Sub"). All shares of the Issuer's common stock, par value $0.007 per share ("Common Stock"), held by the Reporting Person at the effective time of the Merger (the "Effective Time") were exchanged for merger consideration consisting of (i) $1.00 in cash per share of Common Stock, and (ii) one contingent payment right, representing a pro rata interest in an amount up to $25 million in an escrow account, which will be subject to reduction (including, to $0) in the event that indemnification claims or other amounts become payable to Parent, as described in the Merger Agreement. All stock options held by the Reporting Person were cancelled as of the Effective Time for no value. /s/ Douglas F. Manchester 2013-01-24