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. [WAVE] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 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)
02/26/2007
(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 Options (right to buy) $ 11.8 02/26/2007 02/26/2007 A   52,000     (1) 02/25/2017 Common Stock 52,000 $ 11.8 52,000 I (2) See Footnote (2)

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   X    
Avenue Special Situations Fund IV LP
535 MADISON AVENUE
15TH FLOOR
NEW YORK, NY 10022		   X   X    
AVENUE INVESTMENTS LP
535 MADISON AVENUE
15TH FLOOR
NEW YORK, NY 10022		   X   X    
AVENUE INTERNATIONAL LTD
535 MADISON AVENUE
15TH FLOOR
NEW YORK, NY 10022		   X   X    
GPC 73, LLC
535 MADISON AVENUE
15TH FLOOR
NEW YORK, NY 10022		   X   X    
Avenue CDP Global Opportunities Fund LP
535 MADISON AVENUE
15TH FLOOR
NEW YORK, NY 10022		   X   X    

Signatures

 Avenue Capital Management II, L.P. By: Avenue Capital Management II GenPar, LLC , its General Partner By: /s/ SONIA GARDNER, Member   05/18/2007
**Signature of Reporting Person Date
 Avenue International, Ltd. By: /s/ SONIA GARDNER, Director   05/18/2007
**Signature of Reporting Person Date
 Avenue Investments, L.P. By: Avenue Partners, LLC its General Partner By: /s/ SONIA GARDNER, Member   05/18/2007
**Signature of Reporting Person Date
 Avenue Special Situations Fund IV, L.P. By: Avenue Capital Partners IV, LLC, its General Partner By: GL Partners IV, LLC, its Managing Member By: /s/ SONIA GARDNER, Member   05/18/2007
**Signature of Reporting Person Date
 Avenue - CDP Global Opportunities Fund, L.P. By: Avenue Global Opportunities Fund Genpar, LLC, its General Partner By: /s/ SONIA GARDNER, Member   05/18/2007
**Signature of Reporting Person Date
 GPC 73, LLC By: /s/ SONIA GARDNER, Authorized Signatory   05/18/2007
**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) The option vests in twenty-four equal monthly installments beginning 2/26/07
(2) 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 adviser to Avenue Special Situations Fund IV, L.P., Avenue Investments, L.P., Avenue International, Ltd., Avenue -CDP Global Opportunities Fund, L.P. and GPC 73, LLC (collectively, the "Funds"). The Funds have made an investment in 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 for the benefit of 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), except for that portion of the sale proceeds necessary for Mr. Symington to satisfy any tax liabilities related thereto.
 
Remarks:
Remarks:  This report is jointly filed by Avenue Capital Management II, L.P. ('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 and an employee of Adviser, the investment adviser to the Funds.

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