SEC Form SC 13D/A filed

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 9)¹

Inseego Corp.

(Name of Issuer)

Common Stock, par value $0.001 par value per share

(Title of Class of Securities)

45782B104

(CUSIP Number)

TIMOTHY MAGUIRE

5625 East Nauni Valley Drive

Paradise Valley, Arizona 85253

(610) 517-6058

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

February 10, 2021

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

The following constitutes Amendment No. 9 to the Schedule 13D filed by the undersigned (“Amendment No. 9”). This Amendment No. 9 amends the Schedule 13D as specifically set forth herein.

Item 3 is hereby amended and restated to read as follows:

The Shares beneficially owned by the Foundation were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A to the Schedule 13D, which is incorporated by reference herein. The aggregate purchase price of the 6,353 Shares beneficially owned by the Foundation is approximately $12,263, including brokerage commissions.

The Shares beneficially owned by the 2020 Maguire Investment Trust were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A to the Schedule 13D, which is incorporated by reference herein. The aggregate purchase price of the 4,818,388 Shares beneficially owned by the 2020 Maguire Investment Trust is approximately $9,871,913, including brokerage commissions.

Item 4 is hereby amended to add the following:

The Reporting Persons applaud the Issuer’s Board of Directors and management team for executing a successful turnaround and capitalizing on the exciting growth prospects of the Issuer’s wireless 5G and IoT offerings.  In light of these recent developments, including the significant appreciation in the Issuer’s stock price since the filing of the Reporting Persons’ initial Schedule 13D on January 23, 2015, sales of the Issuer’s shares reported herein were undertaken to effectuate a rebalancing of the Reporting Persons’ portfolio.  The Reporting Persons intend to maintain a significant holding in the Issuer and continue to have the utmost confidence in the Issuer’s ability to deliver substantial shareholder value under the leadership of Chairman and CEO Dan Mondor.

Item 5 is hereby amended and restated to read as follows:

(a)                The aggregate percentage of Shares reported owned by each person named herein is based upon 98,880,267 Shares outstanding, as of November 3, 2020, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 6, 2020.

As of the close of business on February 12, 2021, the Foundation beneficially owned 6,353 Shares, constituting less than 1% of the outstanding Shares. Mr. Timothy Maguire, as the president of the Foundation, may be deemed to beneficially own the Shares beneficially owned by the Foundation.

As of the close of business on February 12, 2021, the 2020 Maguire Investment Trust beneficially owned 4,818,388 Shares, constituting approximately 4.9% of the outstanding Shares. Mr. Christopher Maguire and Ms. Nicoletti, as members of the Investment Committee of the 2020 Maguire Investment Trust, may be deemed to beneficially own the Shares beneficially owned by the 2020 Maguire Investment Trust.

Each Reporting Person disclaims beneficial ownership with respect to any Shares other than the Shares owned directly by such Reporting Person.

(b)               The Foundation and Mr. Timothy Maguire have the sole power to vote or direct the vote of and to dispose or direct the disposition of the Shares reported owned by the Foundation.

Mr. Christopher Maguire and Ms. Nicoletti have the shared power to vote or direct the vote of and to dispose or direct the disposition of the Shares reported owned by the 2020 Maguire Investment Trust.

(c)                The transactions in the Shares by the Maguire 2020 Family Trust and the 2020 Maguire Investment Trust during the past sixty days are set forth in Schedule A and incorporated herein by reference. Such transactions were in the open market unless otherwise indicated.

(d)               No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

(e)                As of February 10, 2021, the Reporting Persons ceased to beneficially own more than 5% of the outstanding Shares of the Issuer.

Item 6 is hereby amended to add the following:

The Maguire 2020 Family Trust sold (i) 733 American-style call options with an exercise price of $12.50 per Share that expired on December 18, 2020 and (ii) 2,500 American-style call options with an exercise price of $12.50 per Share that expired on January 15, 2021.

The 2020 Maguire Investment Trust sold (i) 2,020 American-style call options with an exercise price of $25.00 per Share that expire on March 19, 2021, (ii) 4,000 American-style call options with an exercise price of $20.00 per Share that expire on March 19, 2021, (iii) 8,632 American-style call options with an exercise price of $17.50 per Share that expire on March 19, 2021, (iv) 6,581 American-style call options with an exercise price of $30.00 per Share that expire on June 18, 2021, (v) 7,386 American-style call options with an exercise price of $35.00 per Share that expire on January 20, 2023, and (vi) 2,000 American-style call options with an exercise price of $30.00 per Share that expire on January 21, 2022.

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: February 12, 2021

SCHEDULE A

Transactions in the Securities of the Issuer During the Past Sixty Days

THE TIMOTHY J. AND JULIA MAGUIRE 2020 FAMILY TRUST

THE 2020 TIMOTHY J. MAGUIRE INVESTMENT TRUST

⁽¹⁾ Represents the short sale of American-style call options that expired on December 18, 2020.

⁽²⁾ Represents the short sale of American-style call options that expired on January 15, 2021.

⁽³⁾ Represents the sale of Shares acquired following the assignment of in the money call options.

⁽⁴⁾ Represents the short sale of American-style call options that expire on March 19, 2021.

⁽⁵⁾ Represents the short sale of American-style call options that expire on June 18, 2021.

⁽⁶⁾ Represents the short sale of American-style call options that expire on January 20, 2023.

⁽⁷⁾ Represents the short sale of American-style call options that expire on January 21, 2022.