UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~ SECTION 13 orOR 15(d) ofOF ~~the~~THE

~~Securities~~SECURITIES ~~Exchange~~EXCHANGE ~~Act~~ACT ~~of 1934~~OF 1934

Date of Report (~~date~~Date of earliest event reported): ~~October~~December 26, 2012

NEXTWAVE WIRELESS INC.

(Exact ~~name~~Name of Registrant as ~~specified~~Specified in its ~~charter~~Charter)

Delaware	001-33226	20-5361360
(State or incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
12264 El Camino Real, Suite 305, San Diego, California		92130
(Address of Principal Executive Offices)		(Zip Code)

~~12264~~Registrant’s Eltelephone ~~Camino Real~~number, ~~Suite~~including ~~305~~area code (619) 573-1570

~~San~~Not ~~Diego,~~applicable CA

(~~Address~~Former ofname ~~principal~~or ~~executive~~former ~~offices~~address, if changed since last report)

~~(619)~~Check ~~573~~the appropriate box below if the Form 8-~~1578~~K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.07. Submission of Matters to a Vote of Security Holders.

On October 2, 2012, NextWave Wireless Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”) to consider the adoption of the previously disclosed Agreement and Plan of Merger, dated as of August 1, 2012 (the “Merger Agreement”), by and among the Company, AT&T Inc., a Delaware corporation (“Parent”) and Parent’s wholly owned subsidiary, Rodeo Acquisition Sub Inc., a Delaware corporation.

Adoption of the Merger Agreement required the affirmative vote of the holders of at least a majority of the shares of the Company’s common stock outstanding at the close of business on September 4, 2012, in accordance with Delaware law (“Proposal 1”).

Stockholders were also asked to vote on a non-binding, advisory proposal to approve certain compensation arrangements with, and items of compensation payable to, the Company’s named executive officers in connection with the merger contemplated by the Merger Agreement (“Proposal 2”).

The following are the voting results for Proposal 1 and Proposal 2:

PROPOSAL 1:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
18,775,935		451,270		3,929		427

PROPOSAL 2:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
18,529,893		635,648		65,593		427

According to the report of the inspector of elections, at the Special Meeting each of Proposal 1 and Proposal 2 were approved. A third proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies was not needed because there was a quorum present and there were sufficient votes at the time of the Special Meeting to adopt the Merger Agreement.

Item 8.01.

Other Events.

OnNextWave Wireless ~~October~~Inc. (the “Company”) makes this filing on Form 8-K as required by the Scheduling Order (the “Scheduling Order”) entered on November 216, 2012, by the Court of Chancery of the State of Delaware (the “Court”) in connection with the proposed settlement (the “Settlement”) in Weiss v. Salmasi, et al., C.A. No. 7821-VCN (the “Action”). As previously disclosed by the Company ~~issued~~in a ~~press~~Proxy ~~release~~Statement ~~announcing~~Schedule 14(A) filed on September 21, 2012, the ~~results~~Company entered into a memorandum of understanding with the ~~special~~parties ~~meeting~~in ofthe ~~its~~Action ~~stockholders~~and in the putative class action lawsuits captioned Rodriguez v. ANextWave ~~copy~~Wireless ofInc., 37-2012-00103743-CU-SL-STL, and Juzwik v. NextWave Wireless, Inc., 37-2012-00103742-CU-SL-CTL, filed in the ~~press~~Superior ~~release~~Court isof ~~attached~~San asDiego ~~Exhibit~~County, 99California.1 toThe ~~this~~material ~~Current~~terms ~~Report~~of onthe ~~form~~Settlement ~~8-K~~appear in the Stipulation of Settlement filed in the Action and ~~incorporated~~attached ~~herein~~hereto byas Exhibit ~~reference~~99.1.

~~Item 9.01~~Pursuant to the Scheduling Order, the Notice of Pendency of Class Action, Proposed Settlement of Class Action, ~~Financial~~Settlement ~~Statements~~Hearing, and ~~Exhibits~~Right to Appear attached hereto as Exhibit 99.2 (the “Notice”) will be mailed to all record holders of the Company’s common stock in the settlement class. All such record holders who are not also beneficial holders will be requested to forward the Notice to the beneficial holders of such shares.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.		Description
99.1		Press Release of NextWave Wireless Inc. dated October 2, 2012.

The following exhibits are filed with this report:


Exhibit 99.1		– Stipulation of Settlement

Exhibit 99.2		– Notice of Pendency of Class Action, Proposed Settlement of Class Action, Settlement Hearing, and Right to Appear

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~registrant~~Registrant has duly caused this report to be signed on its behalf by the undersigned, ~~thereunto~~hereunto duly authorized.

Dated: October 3, 2012	NEXTWAVE WIRELESS INC.
	(Registrant)
	By:	/s/ Francis J. Harding
		Francis J. Harding
		Executive Vice President and Chief Financial Officer


NEXTWAVE WIRELESS INC.

By:	/s/ Francis J. Harding
	Name:	Francis J. Harding
	Title:	Executive Vice President and Chief Financial Officer

Date: December 6, 2012

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EXHIBIT INDEX

Exhibit No.		Description
Exhibit Number		Description
99.1		~~Press~~Stipulation ~~Release~~ of ~~NextWave Wireless Inc. dated October 2, 2012.~~Settlement
99.2		Notice of Pendency of Class Action, Proposed Settlement of Class Action, Settlement Hearing, and Right to Appear

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