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SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

CARANO BANDEL L

(Last)

(First)

(Middle)

c/o Oak Investment Partners

One Gorham Island

(Street)

Westport

06880

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WIRELESS FACILITIES INC [ WFII ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/03/2003

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/03/2003		C⁽¹⁾		6,889,520	A	⁽¹⁾	6,889,520	I	See Note ⁽²⁾
Common Stock	11/03/2003		C⁽¹⁾		110,550	A	⁽¹⁾	110,550	I	See Note ⁽³⁾
Common Stock	11/04/2003		J⁽⁴⁾		4,133,712	D	⁽⁴⁾	2,755,808	I	See Note ⁽²⁾
Common Stock	11/04/2003		J⁽⁵⁾		66,330	D	⁽⁵⁾	44,220	I	See Note ⁽³⁾
Common Stock	11/04/2003		J⁽⁶⁾		147	A	⁽⁶⁾	147	D
Common Stock								14,828	I	See Note⁽⁷⁾
Common Stock								346	I	See Note⁽⁸⁾

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	⁽⁹⁾	11/03/2003		C			62,632	⁽¹¹⁾	⁽¹²⁾	Common Stock	6,889,520	$500	0	I	See Note⁽²⁾
Series A Preferred Stock	⁽⁹⁾	11/03/2003		C			1,005	⁽¹¹⁾	⁽¹²⁾	Common Stock	110,550	$500	0	I	See Note⁽³⁾
Series B Preferred Stock	⁽¹⁰⁾							⁽¹¹⁾	⁽¹²⁾	Common Stock	1,968,400		19,684	I	See Note⁽²⁾
Series B Preferred Stock	⁽¹⁰⁾							⁽¹¹⁾	⁽¹²⁾	Common Stock	31,600		316	I	See Note⁽³⁾
Series B Preferred Stock	⁽¹⁰⁾							⁽¹¹⁾	⁽¹²⁾	Common Stock	1,933,000		19,330	I	See Note⁽¹³⁾
Series B Preferred Stock	⁽¹⁰⁾							⁽¹¹⁾	⁽¹²⁾	Common Stock	20,600		206	I	See Note⁽¹⁴⁾
Series B Preferred Stock	⁽¹⁰⁾							⁽¹¹⁾	⁽¹²⁾	Common Stock	46,400		464	I	See Note⁽¹⁵⁾

1. Name and Address of Reporting Person^*

CARANO BANDEL L

(Last)

(First)

(Middle)

c/o Oak Investment Partners

One Gorham Island

(Street)

Westport

06880

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

OAK INVESTMENT PARTNERS VI LP

(Last)

(First)

(Middle)

One Gorham Island

(Street)

Westport

06880

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

OAK VI AFFILIATES FUND LP

(Last)

(First)

(Middle)

One Gorham Island

(Street)

Westport

06880

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

OAK INVESTMENT PARTNERS IX L P

(Last)

(First)

(Middle)

One Gorham Island

(Street)

Westport

06880

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

OAK IX AFFILIATES FUND LP

(Last)

(First)

(Middle)

One Gorham Island

(Street)

Westport

06880

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

OAK IX AFFILIATES FUND A LP

(Last)

(First)

(Middle)

One Gorham Island

(Street)

Westport

06880

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

OAK INVESTMENT PARTNERS X LTD PARTNERSHIP

(Last)

(First)

(Middle)

One Gorham Island

(Street)

Westport

06880

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

OAK X AFFILIATES FUND LP

(Last)

(First)

(Middle)

ONE GORHAM ISLAND

(Street)

WESTPORT

06880

(City)

(State)

(Zip)

Explanation of Responses:

1. Represents the number of shares of Common Stock issued to such Reporting Person upon conversion of the Series A Preferred Stock held by such Reporting Person. The conversion price for the Series A Preferred Stock was approximately $5.00 per share.

2. Represents shares directly owned by Oak Investment Partners X, Limited Partnership.

3. Represents shares directly owned by Oak X Affiliates Fund, Limited Partnership.

4. On November 4, 2003, Oak Investment Partners X, Limited Partnership ("Oak X, L.P.") made an in-kind distribution, without any additional consideration, of Common Shares to the limited partners of Oak X, L. P.

5. On November 4, 2003, Oak X Affiliates Fund, Limited Partnership ("Oak X Affiliates, L.P.") made an in-kind distribution, without any additional consideration, of Common Shares to the general and limited partners of Oak X Affiliates, L. P.

6. Represents shares directly owned by Bandel L. Carano, a director of the Wireless Facilities, Inc., and received as part of the distribution described in footnote 5. This acquisition merely reflects a change in beneficial ownership from indirect to direct. No other Reporting Person has any pecuniary interest in these shares.

7. Represents shares directly owned by Oak Investment Partners VI, Limited Partnership.

8. Represents shares directly owned by Oak VI Affiliates Fund, Limited Partnership.

9. The conversion price was approximately $5.00 per share.

10. The conversion price is initially $5.00 per share and is subject to adjustment.

11. The preferred securities are immediately convertible.

12. The conversion feature continues indefinitely.

13. Represents shares directly owned by Oak Investment Partners IX, Limited Partnership.

14. Represents shares directly owned by Oak IX Affiliates Fund, Limited Partnership.

15. Represents shares directly owned by Oak IX Affiliates Fund-A, Limited Partnership.

Remarks:

Remarks Bandel L. Carano is a Director of Wireless Facilities, Inc. Mr. Carano is a Managing Member of Oak Associates VI, L.L.C., the General Partner of Oak Investment Partners VI, Limited Partnership and a Managing Member of Oak VI Affiliates, L.L.C., the General Partner of Oak VI Affiliates Fund, Limited Partnership; a Managing Member of Oak Associates IX, L.L.C., the General Partner of Oak Investment Partners IX, Limited Partnership; a Managing Member of Oak IX Affiliates, L.L.C., the General Partner of Oak IX Affiliates Fund, Limited Partnership and Oak IX Affiliates Fund - A, Limited Partnership; a Managing Member of Oak Associates X, L.L.C., the General Partner of Oak Investment Partners X, Limited Partnership; and a Managing Member of Oak X Affiliates, L.L.C., the General Partner of Oak X Affiliates Fund, Limited Partnership. Each Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of any securities (except to the extent of such Reporting Person's pecuniary interest in such securities) other than any securities reported herein as being directly owned by such Reporting Person, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of any such securities for purposes of Section 16 or for any other purpose. Since the date of the Reporting Persons' last ownership report with respect to Common Stock, Bandel L. Carano transferred 5,582 shares of Common Stock to his ex-wife pursuant to a domestic relations order.

	Bandel L. Carano	11/05/2003
	Bandel L. Carano, Managing Member of Oak Associates VI, L.L.C., the General Partner of Oak Investment Partners VI, Limited Partnership	11/05/2003
	Bandel L. Carano, Managing Member of Oak VI Affiliates, L.L.C., the General Partner of Oak VI Affiliates Fund, Limited Partnership	11/05/2003
	Bandel L. Carano, Managing Member of Oak Associates IX, L.L.C., the General Partner of Oak Investment Partners IX, Limited Partnership	11/05/2003
	Bandel L. Carano, Managing Member of Oak IX Affiliates, L.L.C., the General Partner of Oak IX Affiliates Fund, Limited Partnership	11/05/2003
	Bandel L. Carano, Managing Member of Oak IX Affiliates, L.L.C., the General Partner of Oak IX Affiliates Fund - A, Limited Partnership	11/05/2003
	Bandel L. Carano, Managing Member of Oak Associates X, L.L.C., the General Partner of Oak Investment Partners X, Limited Partnership	11/05/2003
	Bandel L. Carano, Managing Member of Oak X Affiliates, L.L.C., the General Partner of Oak X Affiliates Fund, Limited Partnership	11/05/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.