Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Manchester Douglas F
  2. Issuer Name and Ticker or Trading Symbol
NextWave Wireless Inc. [WAVE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O NEXTWAVE WIRELESS INC., 12670 HIGH BLUFF DRIVE
3. Date of Earliest Transaction (Month/Day/Year)
10/09/2008
(Street)

SAN DIEGO, CA 92130
4. If Amendment, Date 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
(City)
(State)
(Zip)
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

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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 Underlying Securities
(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 of Derivative Security: 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
Convertible Securities (1) $ 11.05 10/09/2008   D     50,000 03/28/2008 03/28/2017 Common Stock 50,000 (2) $ 1,000 0 I Manchester Financial Group, LP
Exchange Notes (3) $ 11.05 10/09/2008   A(4)   67,365,488   10/09/2008 12/31/2011 Common Stock 6,096,424 (5) $ 1,000 67,365,488 I Manchester Financial Group, LP

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Manchester Douglas F
C/O NEXTWAVE WIRELESS INC.
12670 HIGH BLUFF DRIVE
SAN DIEGO, CA 92130
  X      
Manchester Financial Group, LP
C/O NEXTWAVE WIRELESS INC.
12670 HIGH BLUFF DRIVE
SAN DIEGO, CA 92130
    X    

Signatures

 Roseann Rustici   10/14/2008
**Signature of Reporting Person Date

 Roseann Rustici   10/14/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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).
(2) The 50,000 shares of Preferred Stock were convertible into 5,080,354 shares of Common Stock. This amount represents the accreted liquidation preference plus accrued dividends of the Preferred Stock through October 9, 2008.
(4) On October 9, 2008 (the "Closing Date"), the Company and NextWave Wireless LLC, a wholly-owned subsidiary of the Company entered into various agreements pursuant to which NextWave LLC issued Senior-Subordinated Secured Second Lien Notes due 2010 in the aggregate principal amount of $105,263,157, on terms previously described in the Company's Current Report on Form 8-K filed with the SEC on September 18, 2008. In connection with this transaction, the Company issued an aggregate principal amount of $477,617,000 of Exchange Notes in exchange for all of its outstanding shares of Preferred Stock.
(5) This number reflects the principal amount of the Exchange Notes acquired by the Reporting Person on the Closing Date divided by the Conversion Price.
(1) Series A Senior Convertible Preferred Stock, par value $0.001 per share (the "Preferred Stock").
(3) Third Lien Subordinated Secured Convertible Notes due 2011 (the "Exchange Notes"). The principal amount of the Exchange Notes will be subject to increase to reflect payment in-kind interest at a rate per annum of 7.5% as provided in the Exchange Note.

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