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 * Stanwood Kenneth   2. Issuer Name and Ticker or Trading Symbol NextWave Wireless Inc. [NONE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Pres & CEO - Cygnus Comm.Inc. (Last) (First) (Middle) C/O NEXTWAVE WIRELESS INC, 12670 HIGH BLUFF DRIVE 3. Date of Earliest Transaction (Month/Day/Year) 11/13/2006 (Street) SAN DIEGO, CA 92130 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 Common Stock (1)               45,775 I By Trust

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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) (1)

$ 6

02/02/2006(2)

02/01/2016

Common Stock

90,592

90,592

D

Common Stock Options (right to buy) (1)

$ 6

11/13/2006

C(3)

75,952

09/15/2004(4)

09/15/2009

Common Stock

75,952

$ 0

75,952

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Stanwood Kenneth C/O NEXTWAVE WIRELESS INC 12670 HIGH BLUFF DRIVE SAN DIEGO, CA 92130			Pres & CEO - Cygnus Comm.Inc.

Signatures

Roseann Rustici, Attorney-in-Fact		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 holding company of NextWave Wireless LLC, but did not alter the proportionate interests of security holders.
(2)	The option vests in forty-eight equal monthly installments beginning March 1, 2006 but was fully exercisable on the date of grant as to all 90,592 shares. Any unvested portion of the option will be exercisable for restricted shares subject to the same vesting schedule.
(3)	Pursuant to the agreement governing these options, the options converted from options to purchase shares of stock of Cygnus Communications, Inc. (a subsidiary of the issuer) to options to purchase shares of common stock of the issuer in connection with the merger described in note (1).
(4)	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 75,952 shares. Any unvested portion of the option will be exercisable for restricted shares subject to the same vesting schedule.

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