Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) Election of New Director.

On November 11, 2009, the Board of Directors (the "Board") of NextWave Wireless Inc. (the "Company") elected Carl Vogel to the Board to fill an existing vacancy. Mr. Vogel will serve as a Class II Director with a term expiring at the Company's 2011 Annual Meeting of Stockholders. A copy of the Company's press release announcing the appointment of Mr. Vogel is attached hereto as Exhibit 99.1.

Mr. Vogel was nominated by Avenue Capital Management II, L.P. ("Avenue Capital") pursuant to the director designation agreement entered into by the Company and Avenue Capital in connection with the Company's Second Lien Notes financing in October 2008. Affiliates of Avenue Capital hold interests in the Company's secured notes and Robert Symington, a Senior Portfolio Manager at Avenue Capital, is a member of the Board. Mr. Vogel is not affiliated with Avenue Capital and will not receive any compensation from Avenue Capital in connection with his service on the Board.

Mr. Vogel will receive the Company's standard independent director compensation package consisting of $2,000 for each Board meeting attended in person, $1,000 for each telephonic Board meeting attended, and an annual retainer of $40,000 (which will be prorated for 2009). In addition, the Board granted to Mr. Vogel an option to purchase an aggregate of 2.5 million shares of the Company's common stock pursuant to the Company's 2005 Stock Incentive Plan. The option has an exercise price of $0.59 per share and will vest in 24 equal monthly installments.

It has not yet been determined whether Mr. Vogel will serve on any of the independent Committees of the Board. The Company will amend this Current Report on Form 8-K to disclose such information when it becomes available.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. Exhibit No. Description 99.1 Press Release dated November 12, 2009 titled "Carl Vogel Joins NextWave Wireless Board as Independent Director".

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