Filing Details

CUSIP No. 45782B104

SCHEDULE 13D

Page 2 of 8

 

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   North Sound Management, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  o (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   6,401,995
	8	SHARED VOTING POWER   0
	9	SOLE DISPOSITIVE POWER   6,401,995
	10	SHARED DISPOSITIVE POWER   0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   6,401,995
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   8.1%
14	TYPE OF REPORTING PERSON   CO

 

 

CUSIP No. 45782B104

SCHEDULE 13D

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1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Brian Miller
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  o (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   6,401,995
	8	SHARED VOTING POWER   0
	9	SOLE DISPOSITIVE POWER   6,401,995
	10	SHARED DISPOSITIVE POWER   0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   6,401,995
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   8.1%
14	TYPE OF REPORTING PERSON   IN

 

CUSIP No. 45782B104

SCHEDULE 13D

Page 4 of 8

 

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   North Sound Trading, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  o (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   6,401,995
	8	SHARED VOTING POWER   0
	9	SOLE DISPOSITIVE POWER   6,401,995
	10	SHARED DISPOSITIVE POWER   0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   6,401,995
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   8.1%
14	TYPE OF REPORTING PERSON   PN

 

Purchase of Convertible Senior Notes

On July 10, 2019, NS Trading purchased an additional $25,466,000 of the Inseego Notes.  The source of the purchase price for the Inseego Notes was capital contributions from Mr. Miller.  No borrowed funds were used to purchase the Inseego Notes.

Because the Inseego Notes are not convertible by the Reporting Persons into shares of Common Stock within 60 days of this Schedule 13D, the Reporting Persons disclaim any beneficial ownership of any shares of Common Stock underlying the Inseego Notes as of the date hereof.

Sale of Common Stock

On July 10, 2019, NS Trading sold an aggregate of 3,900,000 shares of Common Stock of the Issuer at a price of $4.80 per share for an aggregate purchase price of $18,720,000.

each Reporting Person is based on a total of 78,733,610 shares of Common Stock issued and outstanding as of May 3, 2019, as reported in the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 9, 2019.

Based on calculations made in accordance with Rule 13d-3(d), each Reporting Person may be deemed to beneficially own 6,401,995 shares of Common Stock, constituting approximately 8.1% of the outstanding shares of Common Stock. In addition, Mr. Miller directly owns 42,521 shares of Common Stock, less than 1.0% of the total number of shares of Common Stock outstanding, subject to vesting over a three-year period, with one-third vesting on each anniversary of October 25, 2018, the grant date, through the third anniversary of the grant date.  An additional 17,562 shares of Common Stock are directly owned by Mr. Miller, subject to vesting on the first anniversary of February 14, 2019.  The 625,000 shares of Common Stock issuable upon exercise of the New Warrant are not included in the foregoing calculations as the New Warrant is not exercisable until September 28, 2019.

The Reporting Persons may be deemed to constitute a “person” or “group” within the meaning of Section 13(d)(3) of the Exchange Act. The filing of this Schedule 13D shall not be construed as an admission of such beneficial ownership or that the Reporting Persons constitute a person or group.

(b)          By virtue of the relationships between and among the Reporting Persons described in Item 2 of this Schedule 13D, each of the Reporting Persons may be deemed to have the sole power to direct the voting and disposition of the 6,401,995 shares of Common Stock beneficially owned by the Reporting Persons.

(c)          Except as previously disclosed on this Schedule 13D or for the transactions described herein, to the knowledge of the Reporting Persons with respect to the persons named in response to paragraph (a), none of the persons named in response to paragraph (a) has effected any transactions in shares of Common Stock during the past 60 days.

(d)          No person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any securities owned by the Reporting Persons.

(e)          Not applicable.

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The information contained in Item 6 of the Schedule 13D is hereby amended and supplemented by the information added to Item 3, which is incorporated hereby by reference.