INSEEGO CORP. — Director's Dealing 2012

Mar 13, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NOVATEL WIRELESS INC (NVTL)
CIK: 0001022652
Period of Report: 2012-03-08

Reporting Person: RATCLIFFE CATHERINE F (SVP Business Affairs)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-11	Common Stock	M	10064	—	Acquired	60581	Direct
2012-03-11	Common Stock	F	4214	$3.33	Disposed	56367	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-08	Non-Qualified Stock Option (right to buy)	$3.44	A	23119	Acquired	2022-03-08	Common Stock (23119)	Direct
2012-03-08	Restricted Stock Units	$	A	61588	Acquired		Common Stock (61588)	Direct
2012-03-11	Restricted Stock Units	$	M	10064	Disposed		Common Stock (10064)	Direct

Footnotes

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

F2: Includes 1,952 shares acquired on November 15, 2011 under the issuers Employee Stock Purchase Plan.

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: This option shall vest over three (3) years, one-third of which shall vest on the one-year anniversary of the grant date, followed by 24 months of ratable monthly vesting.

F5: Converts into Common Stock on a one-for-one basis.

F6: These RSU's vest one-third annually beginning on the first anniversary of the award date.

F7: These Restricted Stock Units vest on the transacion date.