Edgar Filing: WIRELESS FACILITIES INC

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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

TAYEBI MASSIH

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

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)

4350 LA JOLLA VILLAGE DRIVE

3. Date of Earliest Transaction (Month/Day/Year)
10/31/2006

(Street)

SAN DIEGO, CA 92122

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
Forward Contract	10/31/2003		J⁽¹⁾⁽²⁾		313,000	D	$ 0 ⁽¹⁾ ⁽²⁾	0 ⁽¹⁾ ⁽²⁾	I	Trust ⁽¹⁾ ⁽²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Common Stock

$ 12.759

10/31/2003

J⁽¹⁾⁽²⁾

0 ⁽¹⁾ ⁽²⁾

10/31/2003

10/31/2006

Common Stock

313,000

$ 0 ⁽¹⁾ ⁽²⁾

Trust ⁽¹⁾ ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
TAYEBI MASSIH 4350 LA JOLLA VILLAGE DRIVE SAN DIEGO, CA 92122		X

Signatures

/s/ Massih Tayebi		11/01/2006
^**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 October 31, 2003, the Unity Trust, of which the reporting person and his spouse are joint and sole trustees and beneficiaries (the "Trust") entered into a Forward Purchase Contract (the "Contract") with an unrelated third party ("Buyer") relating to 313,000 shares of Common Stock (the "Contract Amount"). The Contract will be settled on November 3, 2006 (the "Settlement Date"). The Contract specifies a "Threshold Price" of $21.1701 per share and a "Floor Price" of $15.1215 per share. On the Settlement Date, the Trust, unless it has elected cash settlement as described in the following sentence, will deliver shares of Common Stock to Buyer as follows: (i) if the "Settlement Value" (a market-based price as determined under the terms of the Transaction) for such settlement date is less than or equal to the Floor Price, the Trust will deliver the Contract Amount (313,000 shares);(ii) if the Settlement Value is greater than the Floor Price (Conntinued to Footnote 2)
(2)	but less than or equal to the Threshold Price, the Trust will deliver a number of shares equal to the Contract Amount less the product of the Contract Amount and a fraction whose numerator is the Floor Price and whose denominator is the Settlement Value; and (iii) if the Settlement Value is greater than the Threshold Price, the Trust will deliver a number of shares equal to the Contract Amount less the product of the Contract Amount and a fraction whose numerator is the Threshold Price minus the Floor Price and whose denominator is the Settlement Value. In lieu of delivering shares, the Trust may elect cash settlement. The Contract provides that if the Settlement Value is greater than the Floor Price, the Trust will pay a "physical settlement fee" of $0.06 times the number of shares delivered.Pursuant to the Contract, the Trust received $3,993,723.50 from the Buyer representing the purchase price of the shares subject to the Contract before expenses and fees.

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