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)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O NEXTWAVE WIRELESS INC., 10350 SCIENCE CENTR DRIVE		 3. Date of Earliest Transaction (Month/Day/Year)
06/11/2009
(Street)

SAN DIEGO, CA 92121		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ 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
Common Stock Options (Right to Buy) $ 0.38 06/11/2009   A   188,076   06/11/2009(2) 06/10/2019 Common Stock 188,076 $ 0.38 188,076 D  
Common Stock Options (Right to Buy) (1) $ 1.962             09/15/2004(3) 09/14/2014 Common Stock 12,743   12,743 D  
Common Stock Options (Right to Buy) (1) $ 6             04/13/2005(4) 04/12/2015 Common Stock 50,000   50,000 D  
Common Stock Options (Right to Buy) (1) $ 6             04/27/2006(5) 04/26/2016 Common Stock 8,333   8,333 D  
Common Stock Options (Right to Buy) $ 0.31             01/12/2009(6) 01/11/2019 Common Stock 375,500   375,500 D  
Stock Options (Right to Buy) $ 11.8             02/26/2009(7) 02/25/2017 Common Stock 52,000   52,000 D  
Stock Options (Right to Buy) $ 4.79             03/27/2010(8) 03/27/2018 Common Stock 65,000   65,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Manchester Douglas F
C/O NEXTWAVE WIRELESS INC.
10350 SCIENCE CENTR DRIVE
SAN DIEGO, CA 92121		     X    

Signatures

 Roseann Rustici   06/16/2009
**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 holding company of NextWave Wireless LLC, but did not alter the proportionate interests of security holders.
(2) 85% Of these options will be vested on the date of the grant. The balance will vest in monthly installments over the next 10 monts.
(3) The option is owned directly by Mr. Manchester. The option vests in forty-eight equal monthly installments beginning October 15, 2004 but was fully exercisable on the date of grant as to all 12,743 shares. Any unvested portion of the option will be exercisable for restricted shares subject to the same vesting schedule.
(4) The option is owned directly by Mr. Manchester. The option vests in twenty-four equal monthly installments beginning May 13, 2005 but was fully exercisable on the date of grant as to all 50,000 shares. Any unvested portion of the option will be exercisable for restricted shares subject to the same vesting schedule.
(5) The option is owned directly by Mr. Manchester. 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 8,333 shares. Any unvested portion of the option will be exercisable for restricted shares subject to the same vesting schedule.
(6) 200,000 of the options vest on date of grant and the balance in twelve monthly installments begining 1/12/2009
(7) The option vests in twenty-four equal monthly installments begining 2/26/07.
(8) The option vests in twenty-four equal monthly installments begining 3/28/08.

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