North Sound Trading Form 3 INSEEGO / Brian Miller ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

North Sound Trading, LP

(Last) (First) (Middle)

115 EAST PUTNAM AVENUE

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/06/2018

3. Issuer Name and Ticker or Trading Symbol
INSEEGO CORP. [ INSG ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	7,525,500	D(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant (right to purchase)	02/06/2019	08/06/2023(2)	Common Stock	1,055,425	2.52	D(1)
Convertible note	(3)	(3)	Common Stock	$5,650,000	4.7(3)	D(1)

1. Name and Address of Reporting Person^*

North Sound Trading, LP

(Last) (First) (Middle)

115 EAST PUTNAM AVENUE

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

North Sound Management, Inc.

(Last) (First) (Middle)

115 EAST PUTNAM AVENUE

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Miller Brian

(Last) (First) (Middle)

115 EAST PUTNAM AVENUE

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

Explanation of Responses:

1. 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.

2. 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.

3. 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.

	/s/ Brian Miller, President of North Sound Management, Inc., acting as General Partner of North Sound Trading, LP	08/15/2018
	/s/ Brian Miller, President of North Sound Management, Inc.	08/15/2018
	/s/ Brian Miller	08/15/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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