INSEEGO CORP. — Director's Dealing 2018

Aug 16, 2018

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: INSEEGO CORP. (INSG)
CIK: 0001022652
Period of Report: 2018-08-06

Reporting Person: North Sound Trading, LP (10% Owner)
Reporting Person: North Sound Management, Inc. (10% Owner)
Reporting Person: Miller Brian (Director, 10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	7525500	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Warrant (right to purchase)	$2.52	2023-08-06	Common Stock (1055425)		Direct
Convertible note	$4.70		Common Stock ()		Direct

Footnotes

F1: The shares are owned directly by North Sound Trading, LP, a Delaware partnership ("North Sound Trading"). Mr. Miller is the sole shareholder of North Sound Management, Inc., a Delaware corporation, which is in turn the general partner of North Sound Trading. Mr. Miller is a director of the Issuer.

F2: The warrant contains limitations on exercise based on the beneficial ownership of the warrant holder at the time of exercise. The beneficial ownership limitation is initially 9.99% of the number of shares of common stock outstanding immediately after giving effect to the issuance of common stock issuable upon exercise of the warrant.

F3: The convertible note will mature on June 15, 2022, unless earlier converted, redeemed or repurchased. The convertible note is convertible into cash, shares of the Issuer's common stock, or a combination thereof, at the Issuer's election, at an initial conversion price of $4.70 per share of common stock, which is subject to adjustment. The convertible note may be converted by the holder in whole or in part at any time prior to the close of business on the business day immediately preceding December 15, 2021 but subject to certain conditions.