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* Camellia Partners, LLC (Last) (First) (Middle) 51 BEDFORD ROAD SUITES 3 AND 4 (Street) KATONAH NY 10536 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol CIG WIRELESS CORP. [ CIGW ]	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) 12/18/2013
	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
Series A-2 Convertible Preferred Stock	12/18/2013		J(1)		5,362.46	A	(1)	355,069.46	I(2)(3)	See Footnotes(2)(3)
Series A-2 Convertible Preferred Stock	12/18/2013		P		60,000	A	$100	415,069.46	I(2)(3)	See Footnotes(2)(3)

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
Series A-2 Convertible Preferred Stock	$1(4)	12/18/2013		J(1)		444,494		12/18/2013	(5)	Common Stock	444,494	(1)	29,742,146	I(2)(3)	See Footnotes(2)(3)
Series A-2 Convertible Preferred Stock	$1(4)	12/18/2013		P		5,139,192		12/18/2013	(5)	Common Stock	5,139,192	(6)	34,881,338	I(2)(3)	See Footnotes(2)(3)

1. Name and Address of Reporting Person* Camellia Partners, LLC (Last) (First) (Middle) 51 BEDFORD ROAD SUITES 3 AND 4 (Street) KATONAH NY 10536 (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* TANNENBAUM JEFFREY (Last) (First) (Middle) 505 FIFTH AVENUE 23RD FLOOR (Street) NEW YORK NY 10017 (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* FIR TREE INC. (Last) (First) (Middle) 505 FIFTH AVENUE 23RD FLOOR (Street) NEW YORK NY 10017 (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* Fredman Andrew (Last) (First) (Middle) 7301 SW 5TH COURT SUITE 410 (Street) SOUTH MIAMI FL 33143 (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. CIG Wireless Corp. (the "Issuer") issued to Fir Tree Capital Opportunity (LN) Master Fund, L.P., a Cayman Islands exempted limited partnership ("Fir Tree Capital") and Fir Tree REF III Tower LLC, a Delaware limited liability company ("Fir Tree REF III"), in lieu of cash dividends of $525,997.65 for the quarter ended September 30, 2013, 5,259.98 shares of Series A-1 Preferred Stock; and (ii) 444,406 shares of Series A-2 Preferred Stock (collectively, referred to herein as the "Dividend Shares"). In addition, on December 18, 2013, the Issuer also issued to Fir Tree Capital and Fir Tree REF III an aggregate of 102.48 shares of Series A-1 Preferred Stock and 88 shares of Series A-2 Preferred Stock to satisfy any accrued dividends accrued on the Dividend Shares for the period from October 1, 2013 through the date such Dividend Shares were issued on December 18, 2013.

2. The filing of this Form 4 shall not be construed as an admission that Camellia Partners, LLC, Fir Tree, Inc., Jeffrey Tannenbaum or Andrew Fredman (collectively, the "Reporting Persons") is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, or otherwise the beneficial owner of any of the shares of Common Stock, par value $0.00001 per share (the "Common Stock"), Series A-1 Non-Convertible Preferred Stock, par value $0.00001 per share (the "Series A-1 Preferred Stock"), or Series A-2 Convertible Preferred Stock, par value $0.00001 per share (the "Series A-2 Preferred Stock"), of the Issuer owned by Fir Tree Capital or Fir Tree REF III. Pursuant to Rule 16a-1, the Reporting Persons disclaim such beneficial ownership.

3. Camellia Partners, LLC, the general partner of Fir Tree Capital and Fir Tree, Inc. and Fir Tree REF III, hold indirectly the Series A-1 Preferred Stock and Series A-2 Preferred Stock through the account of Fir Tree Capital and Fir Tree REF III, respectively; Jeffrey Tannenbaum, a principal of Camellia Partners, LLC and the principal of Fir Tree, Inc., and Andrew Fredman, a principal of Camellia Partners, LLC , at the time of the transaction, controlled the disposition and voting of the Series A-1 Preferred Stock and Series A-2 Preferred Stock. Camellia Partners, LLC receives performance-based allocation and Fir Tree, Inc. receives an asset-based fee from Fir Tree Capital and Fir Tree REF III.

4. The shares of Series A-2 Preferred Stock are currently convertible on a 1-for-1 basis into shares of Common Stock.

5. There is no expiration date with respect to the Series A-2 Preferred Stock; however, the Series A-2 Preferred Stock may be redeemed at the option of the holder upon certain events, as set forth in the Certificate of Designations of the Series A-1 Preferred Stock and the Series A-2 Preferred Stock.

6. On December 18, 2013, in connection with the purchase of the 60,000 shares of Series A-1 Preferred Stock, Fir Tree Capital and Fir Tree REF III were issued an aggregate of 5,139,192 shares of Series A-2 Preferred Stock pursuant to the terms of the Securities Purchase Agreement, dated August 1, 2013, by and among the Issuer, Fir Tree Capital and Fir Tree REF III.

Remarks:

	/s/ Jeffrey Tannenbaum, a Principal of Camellia Partners, LLC	12/20/2013
	/s/ Jeffrey Tannenbaum	12/20/2013
	/s/ Jeffrey Tannenbaum, Principal of Fir Tree, Inc.	12/20/2013
	/s/ Andrew Fredman	12/20/2013
	** Signature of Reporting Person	Date
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