FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Avenue Capital Management II, L.P. (Last) (First) (Middle) 399 PARK AVENUE 6TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol NextWave Wireless Inc. [ wave ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 08/16/2012
	4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
THIRD LIEN SUBORDINATED SECURED CONVERTIBLE NOTES	$77.35	08/16/2012		J(1)(2)			$104,601,790	10/09/2008	02/28/2013	COMMON STOCK	1,352,317(3)	(1)(2)	0(3)	D(4)
THIRD LIEN SUBORDINATED SECURED CONVERTIBLE NOTES	$77.35	08/16/2012		J(1)(2)			$47,846,536	10/09/2008	02/28/2013	COMMON STOCK	618,571(3)	(1)(2)	0(3)	D(5)
THIRD LIEN SUBORDINATED SECURED CONVERTIBLE NOTES	$77.35	08/16/2012		J(1)(2)			$29,458,220	10/09/2008	02/28/2013	COMMON STOCK	380,843(3)	(1)(2)	0(3)	D(6)
THIRD LIEN SUBORDINATED SECURED CONVERTIBLE NOTES	$77.35	08/16/2012		J(1)(2)			$32,709,655	10/09/2008	02/28/2013	COMMON STOCK	422,878(3)	(1)(2)	0(3)	D(7)

1. Name and Address of Reporting Person* Avenue Capital Management II, L.P. (Last) (First) (Middle) 399 PARK AVENUE 6TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)

1. Name and Address of Reporting Person* Avenue International Master, L.P. (Last) (First) (Middle) 399 PARK AVENUE, 6TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)

1. Name and Address of Reporting Person* Avenue Investments, L.P. (Last) (First) (Middle) 399 PARK AVENUE 6TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)

1. Name and Address of Reporting Person* Avenue Special Situations Fund IV LP (Last) (First) (Middle) C/O AVENUE CAPITAL MANAGEMENT II, L.P. 399 PARK AVENUE, 6TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)

1. Name and Address of Reporting Person* Avenue CDP Global Opportunities Fund LP (Last) (First) (Middle) 399 PARK AVENUE 16TH FLOOR (Street) New York NY 10022 (City) (State) (Zip)

1. Name and Address of Reporting Person* Avenue AIV US, L.P. (Last) (First) (Middle) 399 PARK AVENUE, 6TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)

1. Name and Address of Reporting Person* Avenue Special Situations Fund V LP (Last) (First) (Middle) 399 PARK AVENUE, 6TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)

Explanation of Responses:

1. Effective August 16, 2012, the Third Lien Subordinated Secured Convertible Notes (the "Third Lien Notes") were amended and restated. In connection with such amendment and restatement, the Third Lien Notes were split into two series to provide that certain of Nextwave Wireless, Inc.'s (the "Issuer") obligations to the holders of the Third Lien Notes remain with the Issuer (including, an obligation in respect of the repayment of outstanding obligations of $325 million by the Issuer to such holders) and the remaining principal balance of the Third Lien Notes, plus accrued and unpaid interest as of August 16, 2012, become direct obligations of a new holding company formed by the Issuer ("Nextwave Holdco"). (SEE FOOTNOTE NO. 2 FOR CONTINUATION.)

2. (CONTINUATION OF FOOTNOTE NO. 1.) Nextwave Holdco was formed in connection with the proposed acquisition of the Issuer by AT&T Inc. by means of a merger to hold all of the Issuer's assets other than its Wireless Communication Services and Advanced Wireless Services wireless spectrum licenses and other assets related thereto. In connection with the amendment and restatement of the Third Lien Notes, the Third Lien Notes were amended to remove the conversion feature and are no longer convertible into shares of common stock of the Issuer. The transactions reported herein reflect the fact that the Third Lien Notes held by the reporting persons are no longer convertible into common stock of the Issuer.

3. The number of shares reflects the aggregate principal amount of the Third Lien Notes (including Payment In Kind ("PIK") interest) divided by the conversion price of $77.35 (the conversion price was previously $11.05 but was adjusted on June 21, 2010 to reflect the Issuer's 1-for-7 reverse stock split).

4. The securities are owned directly by Avenue International Master, L.P. ("Avenue International").

5. The securities are owned directly by Avenue Investments, L.P. ("Avenue Investments").

6. The securities are owned directly by Avenue Special Situations Fund IV, L.P. ("Avenue Special Situations").

7. The securities are owned directly by Avenue CDP Global Opportunities Fund, L.P. ("Avenue Global Opportunities").

Remarks:

This report is jointly filed by Avenue Capital Management II, L.P. ("Adviser") and the Adviser is the adviser to Avenue AIV US, LP, Avenue International, Avenue Investments, Avenue Special Situations, Avenue Global Opportunities, and Avenue Special Situations V, L.P. (collectively, the "Funds"). The Funds have made an investment in the Issuer. EXHIBIT LIST: Exhibit 24 - Power of Attorney (incorporated by reference to Exhibit 24.2 to the Form 3/A filed by the Adviser and other joint filers on July 27, 2010.

	/s/ Eric Ross as attorney-in-fact for Marc Lasry, Managing Member of Avenue Capital Management II GenPar, LLC , the General Partner of Avenue Capital Management II, L.P.	08/20/2012
	/s/ Eric Ross as attorney-in-fact for Marc Lasry, Managing Member of Avenue International Master Fund GenPar, Ltd., the General Partner of Avenue International Master, L.P.	08/20/2012
	/s/ Eric Ross as attorney-in-fact for Marc Lasry, Managing Member of Avenue Partners, LLC, the General Partner of Avenue Investments, L.P.	08/20/2012
	/s/ Eric Ross as attorney-in-fact for Marc Lasry, Managing Member of GL Partners IV, LLC, the Managing Member of Avenue Capital Partners IV, LLC, the General Partner of Avenue Special Situations Fund IV, L.P.	08/20/2012
	/s/ Eric Ross as attorney-in-fact for Marc Lasry, Managing Member of Avenue Global Opportunities Fund GenPar, LLC, the General Partner of Avenue CDP Global Opportunities Fund, L.P.	08/20/2012
	/s/ Eric Ross as attorney-in-fact for Marc Lasry, Managing Member of Avenue AIV US GenPar, LLC, the General Partner of Avenue AIV US, L.P.	08/20/2012
	/s/ Eric Ross as attorney-in-fact for Marc Lasry, Managing Member of GL Partners V, LLC, the Managing Member of Avenue Capital Partners V, LLC, the General Partner of Avenue Special Situations Fund V, L.P.	08/20/2012
	** Signature of Reporting Person	Date
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