INSG Inseego Corporation

The following constitutes Amendment No. 4 to the Schedule 13D filed by the undersigned (“Amendment No. 4”). This Amendment No. 4 amends the Schedule 13D as specifically set forth herein.

Item 1 is hereby amended and restated to read as follows:

This statement relates to the common stock, $0.001 par value per share (the “Shares”), of the Inseego Corp. (the “Issuer”). The address of the principal executive offices of the Issuer is 9645 Scranton Road, Suite 205, San Diego, California 92121.

Item 3 is hereby amended and restated to read as follows:

The Shares purchased by the Fund were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A to the Schedule 13D, which is incorporated by reference herein. The aggregate purchase price of the 3,213,208 Shares beneficially owned by the Fund (excluding call options) is approximately $7,086,965, including brokerage commissions.

The Shares purchased by the Foundation were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A to the Schedule 13D, which is incorporated by reference herein. The aggregate purchase price of the 141,714 Shares beneficially owned by the Fund is approximately $272,899, including brokerage commissions.

The Shares beneficially owned by the Maguire 2015 Family Trust were purchased by the Fund with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A to the Schedule 13D, which is incorporated by reference herein, and were transferred to the Maguire 2015 Family Trust. The aggregate purchase price of the 300,000 Shares beneficially owned by the Maguire 2015 Family Trust is approximately $1,164,001, including brokerage commissions.

Item 4 is hereby amended to add the following:

Following the initial meeting between Timothy Maguire, the managing member of Maguire Asset Management, LLC, and the Issuer’s recently appointed CEO, Dan Mondor, on June 15, 2017, Mr. Maguire e-mailed Mr. Mondor to express support for the CEO’s leadership and plans for the Issuer including Mr. Mondor’s plans to (i) cut costs throughout the Issuer’s business, (ii) visit the Issuer’s DigiCore Holdings Limited (“Ctrack”), R.E.R. Enterprises, Inc. and Feeney Wireless, LLC businesses, (iii) meet or exceed the Issuer’s recently released EBITDA forecast, (iv) improve margins and capitalize on growth opportunities in international markets and new product cycles, including 5G, for the mobile broadband division (MIFI), and (vi) make Ctrack a top priority and retain an independent software as a service (SaaS) consultant to improve Ctrack’s strategy for profitability and growth.  The foregoing description is qualified in its entirety by reference to the e-mail, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. 

Items 5(a)-(c) are hereby amended and restated to read as follows:

(a)       The aggregate percentage of Shares reported owned by each Reporting Person is based upon 55,971,423 Shares outstanding as of May 8, 2017, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 15, 2017.

As of the close of business on June 15, 2017, the Fund beneficially owned 3,213,208 Shares, constituting approximately 5.7% of the outstanding Shares. Maguire Asset Management, as the general partner of the Fund, and Mr. Maguire, as the managing member of Maguire Asset Management, may be deemed to beneficially own the Shares beneficially owned by the Fund.

As of the close of business on June 15, 2017, the Foundation beneficially owned 141,714 Shares, constituting less than 1% of the outstanding Shares. Mr. Maguire, as the president of the Foundation, may be deemed to beneficially own the Shares beneficially owned by the Foundation.

As of the close of business on June 15, 2017, the Maguire 2015 Family Trust beneficially owned 300,000 Shares, constituting less than 1% of the outstanding Shares. Mr. Maguire, as the trustee of the Maguire 2015 Family Trust, may be deemed to beneficially own the Shares beneficially owned by the Maguire 2015 Family Trust.

Each Reporting Person disclaims beneficial ownership with respect to any Shares other than the Shares owned directly by such Reporting Person.

(b)       Maguire Asset Management, the Fund, and Mr. Maguire have the sole power to vote or direct the vote of and to dispose or direct the disposition of the Shares reported owned by the Fund.

The Foundation and Mr. Maguire have the sole power to vote or direct the vote of and to dispose or direct the disposition of the Shares reported owned by the Foundation.

The Maguire 2015 Family Trust and Mr. Maguire have the sole power to vote or direct the vote of and to dispose or direct the disposition of the Shares reported owned by the Maguire 2015 Family Trust.

(c)       The transactions in the Shares by the Fund during the past sixty days are set forth in Schedule A and incorporated herein by reference. 

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: June 16, 2017

SCHEDULE A

Transactions in the Shares During the Past Sixty Days

MAGUIRE FINANCIAL, LP