INNOVATE Corp. — Director's Dealing 2014

Nov 20, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NOVATEL WIRELESS INC (MIFI)
CIK: 0001022652
Period of Report: 2014-11-17

Reporting Person: HC2 Holdings, Inc. (10% Owner)
Reporting Person: FALCONE PHILIP (Director, 10% Owner)
Reporting Person: HC2 Holdings 2, Inc. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-11-17	Common Stock	C	871960	—	Acquired	8235294	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-11-17	Series C Convertible Preferred Stock	$	C	87196	Disposed		Common Stock (871960)	Direct

Footnotes

F1: Pursuant to the terms of the Preferred Stock, 87,196 shares of Series C Convertible Preferred Stock held by HC2 Holdings 2, Inc. ("HC2 Holdings") converted into 870,196 shares of Novatel Wireless, Inc. common stock ("Common Stock").

F2: The securities of the Issuer reported herein are held directly by HC2 Holdings. HC2 Holdings is a wholly owned subsidiary of HC2 Holdings, Inc. ("HC2"). Mr. Philip A. Falcone is the President, Chief Executive Officer and Chairman of the Board of Directors of HC2 and the Chief Executive Officer and Chairman of the Board of Directors of Harbinger Group Inc., which beneficially owns 24.2% of the outstanding common stock of HC2. Mr. Falcone beneficially owns 27.6% of the outstanding common stock of HC2. Neither HC2 nor Mr. Falcone owns directly any securities of the Issuer. However, as a result of HC2's ownership of all of HC2 Holdings' equity and Mr. Falcone's position with HC2, HC2 and Mr. Falcone may be deemed to beneficially own the securities of the Issuer directly and a pecuniary interest in such shares owned by HC2 Holdings.

F3: Each of HC2 and Mr. Falcone disclaim beneficial ownership of the shares held directly by HC2 Holdings except to the extent he or it has actual voting or investment control of such shares.

F4: The Preferred Stock had no expiration date.