INSEEGO CORP. — Director's Dealing 2019

Jul 12, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INSEEGO CORP. (INSG)
CIK: 0001022652
Period of Report: 2019-07-10

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-07-10	Common Stock	S	3900000	$4.80	Disposed	6401995	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-07-10	Convertible Note	$4.7	P		Acquired		Common Stock ()	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	60083	Direct

Footnotes

F1: The shares and convertible notes 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 ("North Sound Management"), which in turn is the general partner of North Sound Trading. Mr. Miller and North Sound Management may be deemed to indirectly own the shares and convertible notes directly owned by North Sound Trading. Each of North Sound Trading and North Sound Management is deemed a director by deputization by virtue of their relationship with Mr. Miller, a director of the Issuer.

F2: Of the 60,083 restricted stock units, 42,521 restricted stock units are scheduled to vest over a three-year period, with one-third vesting on each anniversary of the grant date through the third anniversary of the grant date. The remaining 17,562 restricted stock units are scheduled to vest in full on the first anniversary of the grant date.

F3: The restricted stock units convert into common stock on a one-for-one basis.

F4: The restricted stock units are owned directly by Brian Miller.

F5: 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.