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
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 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*
Polygon Recovery Fund L.P.
(Last) (First) (Middle)
C/O POLYGON GLOBAL PARTNERS LLP
4 SLOANE TERRACE
(Street)
LONDON X0 SW 1X9DQ
(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 Note due 2013 $77.35 08/16/2012 J(1)(2) $53,654,050 (3) 02/28/2013 Common Stock 693,653(4) (1)(2) $0 I See footnote(5)
1. Name and Address of Reporting Person*
Polygon Recovery Fund L.P.
(Last) (First) (Middle)
C/O POLYGON GLOBAL PARTNERS LLP
4 SLOANE TERRACE
(Street)
LONDON X0 SW 1X9DQ
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Polygon Management Ltd.
(Last) (First) (Middle)
C/O POLYGON GLOBAL PARTNERS LLP
4 SLOANE TERRACE
(Street)
LONDON X0 SW 1X9DQ
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Polygon Recovery Fund GP
(Last) (First) (Middle)
C/O POLYGON GLOBAL PARTNERS LLP
4 SLOANE TERRACE
(Street)
LONDON X0 SW 1X9DQ
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Polygon Recovery Manager LP
(Last) (First) (Middle)
C/O POLYGON GLOBAL PARTNERS LLP
4 SLOANE TERRACE
(Street)
LONDON X0 SW 1X9DQ
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Polygon Management L.P.
(Last) (First) (Middle)
C/O POLYGON GLOBAL PARTNERS LLP
4 SLOANE TERRACE
(Street)
LONDON X0 SW 1X9DQ
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Polygon Equities Partners LLP
(Last) (First) (Middle)
C/O POLYGON GLOBAL PARTNERS LLP
4 SLOANE TERRACE
(Street)
LONDON X0 SW 1X9DQ
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Polygon Global Partners LP
(Last) (First) (Middle)
C/O POLYGON GLOBAL PARTNERS LLP
4 SLOANE TERRACE
(Street)
LONDON X0 SW 1X9DQ
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Reade E. Griffith
(Last) (First) (Middle)
C/O POLYGON GLOBAL PARTNERS LLP
4 SLOANE TERRACE
(Street)
LONDON X0 SW 1X9DQ
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Patrick G. G. Dear
(Last) (First) (Middle)
C/O POLYGON GLOBAL PARTNERS LLP
4 SLOANE TERRACE
(Street)
LONDON X0 SW 1X9DQ
(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. Pursuant to the terms of the Third Lien Subordinated Convertible Secured Note due 2013 (the "Note"), the holder thereof may exercise its right to convert all or any portion of the principal amount of the Note into shares of Common Stock of the Issuer at any time or from time to time.
4. The number of shares represents the outstanding principal amount of the Note, divided by the conversion price per share of $77.35.
5. This Form 4 is filed on behalf of Polygon Management Ltd., Polygon Recovery Fund GP, Polygon Recovery Fund L.P., Polygon Recovery Manager LP, Polygon Management L.P., Polygon Global Partners LLP, Polygon Global Partners LP, Reade E. Griffith and Patrick G.G. Dear. The Third Lien Subordinated Convertible Secured Note was held directly by Polygon Recovery Fund L.P.
POLYGON RECOVERY FUND L.P. By: Polygon Recovery Fund GP, its general partner; By: /s/ Reade E. Griffith, Director 08/20/2012
POLYGON MANAGEMENT LTD. By: /s/ Reade E. Griffith, Director 08/20/2012
POLYGON RECOVERY FUND GP By: /s/ Reade E. Griffith, Director 08/20/2012
POLYGON RECOVERY MANAGER LP By: Polygon Management Ltd., its general partner By: /s/ Reade E. Griffith, Director 08/20/2012
POLYGON MANAGEMENT L.P. By: Polygon Management Ltd., its general partner By: /s/ Reade E. Griffith, Director 08/20/2012
POLYGON GLOBAL PARTNERS LLP By: /s/ Reade E. Griffith, Principal 08/20/2012
POLYGON GLOBAL PARTNERS LP By: Polygon Management Ltd., its general partner By: /s/ Reade E. Griffith, Director 08/20/2012
/s/ Reade E. Griffith 08/20/2012
/s/ Patrick G. G. Dear 08/20/2012
** Signature of Reporting Person Date
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