INSEEGO CORP. — Director's Dealing 2011

Mar 15, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NOVATEL WIRELESS INC (NVTL)
CIK: 0001022652
Period of Report: 2011-03-11

Reporting Person: RATCLIFFE CATHERINE F (SVP Business Affairs)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-11	Common Stock	M	10064	—	Acquired	43928	Direct
2011-03-11	Common Stock	F	4159	$5.65	Disposed	39769	Direct
2011-03-13	Common Stock	M	13890	—	Acquired	53659	Direct
2011-03-13	Common Stock	F	5094	$5.65	Disposed	48565	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-03-11	Restricted Stock Units	$	M	10064	Disposed		Common Stock (10064)	Direct
2011-03-13	Restricted Stock Units	$	M	13890	Disposed		Common Stock (13890)	Direct

Footnotes

F1: Reflects partial vesting of Restricted Stock Units (RSU's) previously awarded to the Reporting Person.

F2: Includes 4,223 shares acquired on May 14, 2010 and 1,924 shares acquired on November 15, 2010 under the Issuers Employee Stock Purchase Program.

F3: Automatic disposition of shares back to Issuer (and subsequent cancellation thereof) solely to satisfy immediate payroll tax withholding obligation triggered by the vesting of restricted stock. The Reporting Person received no proceeds from this transaction.

F4: Converts into Common Stock on a one-for-one basis.

F5: These Restricted Stock Units vest on the transacion date.