SEC FORM 4

SEC FORM 4 SEC Form 4

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

LEWIS JOSEPH

(Last)

(First)

(Middle)

ALBANY FINANCIAL CENTER, SUITE 207

LEWIS DRIVE

(Street)

NEW PROVIDENCE, BAHAMAS

N7776

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/06/2024

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/06/2024		J		697,736	A	⁽¹⁾	1,756,842	I	See footnote⁽²⁾
Common Stock								43,344⁽³⁾	I	See footnote⁽⁴⁾
Common Stock								761,483	I	See footnote

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Exchange Warrants	$12.12	11/06/2024		J		453,528		11/06/2024	11/06/2028	Common Stock	453,528	⁽¹⁾	453,528	I	See footnote⁽²⁾

1. Name and Address of Reporting Person^*

LEWIS JOSEPH

(Last)

(First)

(Middle)

ALBANY FINANCIAL CENTER, SUITE 207

LEWIS DRIVE

(Street)

NEW PROVIDENCE, BAHAMAS

N7776

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Golden Harbor Ltd.

(Last)

(First)

(Middle)

ALBANY FINANCIAL CENTER, SUITE 207

LEWIS DRIVE

(Street)

NEW PROVIDENCE, BAHAMAS

N7776

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. On November 6, 2024, Golden Harbor Ltd. ("Golden Harbor") surrendered to Inseego Corp. (the "Issuer") $24,456,000 in outstanding Issuer 3.25% convertible notes due 2025 (the "2025 Notes") in exchange for the Issuer's payment of $11,039.17 in accrued but unpaid interest arising under the 2025 Notes and the issuance of (i) $9,999,992 in principal amount of Issuer 9% Senior Secured Notes due 2029 (the "2029 Notes"), (ii) 697,736 shares of the Issuer's common stock, par value $0.001 ("Common Stock") and (iii) warrants (the "Exchange Warrants") to purchase 453,528 shares of Common Stock.

2. These securities are owned directly by Golden Harbor. Mr. Lewis is the sole indirect beneficial owner of Golden Harbor.

3. Reflects restricted stock units granted to James B. Avery, a member of the issuer's board of directors. Mr. Avery is obligated to transfer any shares issued pursuant to any equity awards made to him by the issuer, or the economic benefits, to Tavistock Holdings, Inc. ("Tavistock Holdings") as a successor-in-interest to Tavistock Financial, LLC. These securities are owned directly by Tavistock Holdings. Mr. Lewis is the sole indirect beneficial owner of Tavistock Holdings. Golden Harbor disclaims beneficial ownership of these securities.

4. These securities are owned directly by Braslyn Ltd. ("Braslyn"). Mr. Lewis is the sole indirect beneficial owner of Braslyn. Golden Harbor disclaims beneficial ownership these securities.

Remarks:

The Reporting Persons may be deemed a member of a group that beneficially owns more than 10% of the outstanding shares of Common Stock of the Issuer.

	GOLDEN HARBOR LTD. /s/Paul Higgs, Director	11/12/2024
	JOSEPH C. LEWIS /s/Joseph C. Lewis	11/12/2024
	** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Lewis Joseph acquired 697,736 shares (SEC Form 4)