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 *
HC2 Holdings, Inc.
  2. Issuer Name and Ticker or Trading Symbol
NOVATEL WIRELESS INC [MIFI]
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)
460 HERNDON PARKWAY, SUITE 150
3. Date of Earliest Transaction (Month/Day/Year)
03/26/2015
(Street)

HERNDON, VA 20170
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
Common Stock (1) 03/26/2015   X   3,824,600 A $ 2.26 11,437,799 D (1)  

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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
Warrants to Purchase Common Stock (right to buy) $ 2.26 03/26/2015   X     3,824,600 03/08/2015 09/08/2019 Common Stock 3,824,600 $ 0 0 D (1)  
Warrants to Purchase Common Stock (right to buy) $ 5.5 03/26/2015   J(2)   1,593,583   09/26/2015 03/26/2020 Common Stock 1,593,583 (2) 1,593,583 D (1)  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
HC2 Holdings, Inc.
460 HERNDON PARKWAY, SUITE 150
HERNDON, VA 20170
    X    
HC2 Holdings 2, Inc.
460 HERNDON PARKWAY, SUITE 150
HERNDON, VA 20170
    X    

Signatures

 HC2 Holdings, Inc. By /s/ Andrea L. Mancuso, General Counsel and Corporate Secretary   03/30/2015
**Signature of Reporting Person Date

 HC2 Holdings 2, Inc. By /s/ Mesfin D. Demise, Chief Financial Officer   03/30/2015
**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 securities of Novatel Wireless Inc. (the "Issuer") reported herein are held directly by HC2 Holdings 2, Inc. ("HC2 Holdings"). HC2 Holdings is a wholly owned subdiary of HC2 Holdings, Inc. ("HC2"). HC2 disclaims any beneficial ownership of the shares held directly by HC2 Holdings except to the extent it has actual voting or investment control of such shares.
(2) As an inducement for HC2 Holdings to exercise the warrants issued on September 8, 2014, the Issuer issued HC2 Holdings an additional warant to purchase 1,593,583 shares of the Issuer's common stock, at a strike price of $5.50 (the "New Warrants"). HC2 Holdings paid no seperate consideration to the Issuer for the New Warrants.

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