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 *
Avenue Capital Management II, L.P.
   2. Issuer Name and Ticker or Trading Symbol
NextWave Wireless Inc. [NONE] 		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)
535 MADISON AVENUE, 15TH FLOOR		 3. Date of Earliest Transaction (Month/Day/Year)
11/13/2006
(Street)

NEW YORK, NY 10022		 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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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
Stock Option (right to buy) (1) $ 6               (2) 04/12/2015 Common Stock 33,333   33,333 I (3) See Footnote 3
Stock Option (right to buy) (1) $ 6               (4) 04/26/2016 Common Stock 16,666   16,666 I (3) See Footnote 3
Common Stock Warrant (right to buy) $ 0.01 11/13/2006   J(5)   1,796,237   11/13/2006 07/15/2019 Common Stock 1,796,237 $ 6 1,796,237 D (5)  
Common Stock Warrant (right to buy) $ 0.01 11/13/2006   J(6)   139,753   11/13/2006 07/15/2019 Common Stock 139,753 $ 6 139,753 D (6)  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Avenue Capital Management II, L.P.
535 MADISON AVENUE
15TH FLOOR
NEW YORK, NY 10022		   X      
AVENUE INVESTMENTS LP

 		   X      
Avenue Special Situations Find IV LP
535 MADISON AVE 15TH FL
NEW YORK, NY 10022		   X      

Signatures

 Avenue Capital Management II, L.P.   11/13/2006
**Signature of Reporting Person Date
 Avenue Investments, L.P.   11/13/2006
**Signature of Reporting Person Date
 Avenue Special Situations Fund IV, L.P.   11/13/2006
**Signature of Reporting Person Date
 /s/ Sonia Gardner, Managing Member of the General Partner   11/13/2006
**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).
(1) On November 13, 2006, NextWave Wireless Inc. became the successor to NextWave Wireless LLC pursuant to a merger. The merger resulted in NextWave Wireless Inc. becoming the parent company of NextWave Wireless LLC, but did not alter the proportionate interests of security holders.
(2) The option vests in twenty-four equal monthly installments beginning on May 13, 2005 but was fully exercisable on the date of grant as to all 33,333 shares. Any unvested portion of the option will be exercisable for restricted units subject to the same vesting schedule.
(3) The securities are owned directly by Robert T. Symington. Mr. Symington is a director of the Issuer and an employee of Avenue Capital Management II, L.P. (the "Adviser"). The Adviser is the investment adviser to Avenue Special Situations IV, L.P. and Avenue Investments L.P. (collectively, the "Funds"). On July 17, 2006, the Funds made an investment in the Issuer. Pursuant to the Funds' limited partnership agreements, any director compensation received by an employee of the Adviser related to an entity in which the Funds have invested shall be payable to the Adviser. Such amounts shall reduce certain fees and expenses of the Funds. Mr. Symington disclaims beneficial ownership of the options (and the common stock or other equity issued upon the exercise of the options) that vest on or after July 17, 2006, except for that portion of the sale proceeds necessary for Mr. Symington to satisfy any tax liabilities related thereto.
(4) The option vests in twenty-four equal monthly installments beginning May 27, 2006 but was fully exercisable on the date of grant as to all 16,666 shares. Any unvested portion of the option will be exercisable for restricted units subject to the same vesting schedule.
(5) On July 17, 2006, Avenue Special Situations Fund IV, L.P. entered into a Warrant Agreement with the Issuer pursuant to which the Issuer is issuing to Avenue Special Situations Fund IV, L.P. as of November 13, 2006, 1,796,237 warrants to purchase 1,796,237 shares of common stock of the Issuer.
(6) On July 17, 2006, Avenue Investments, L.P. entered into a Warrant Agreement with the Issuer pursuant to which the Issuer is issuing to Avenue Investments, L.P. as of November 13, 2006, 139,753 warrants to purchase 139,753 shares of common stock of the Issuer.
 
Remarks:
This report is jointly filed by the Adviser and the Funds, each of which may be deemed a director of the Issuer by virtue of
 their relationship with Mr. Symington, a director of the Issuer.

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