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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Byron Marc V
  2. Issuer Name and Ticker or Trading Symbol
HUGHES Telematics, Inc. [HUTC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
2200 FLETCHER AVENUE, 4TH FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
12/30/2011
(Street)

FORT LEE, NJ 07024
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               36,000 (1) D  
Common Stock               621,293 I Held by Byron Business Ventures XX, LLC (2)
Common Stock               105,050 I Held by Trivergance, LLC. (3)

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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
Warrant $ 7 12/30/2011   S     900,000 03/31/2009 01/10/2012 Common Stock 900,000 $ 0 0 I Held by Byron Business Ventures XX, LLC (2)
Common Stock $ 0               (4) 03/31/2014 Common Stock 333,026   333,026 I Held by Byron Business Ventures XX, LLC (2)
Common Stock $ 0               (5) 03/31/2014 Common Stock 241,893   241,893 I Held by Trivergance, LLC (3)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Byron Marc V
2200 FLETCHER AVENUE
4TH FLOOR
FORT LEE, NJ 07024
  X      

Signatures

 /s/ Robert C. Lewis Attorney-in-Fact for Mark V. Byron   01/03/2012
**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) Represents shares of common stock issued to Mr. Byron under the Company's 2009 Equity and Incentive Plan for no additional consideration. Such shares of common stock may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed by the reporting person until they vest and become transferable. The common stock vests in three equal installments with the first and second installment having vested and become transferable on March 31, 2010 and March 31, 2011, respectively, and the third installment vesting and becoming transferable on March 31, 2012.
(2) Mr. Byron controls Byron Business Ventures XX, LLC.
(3) Mr. Byron has a pecuniary interest in the shares of common stock held by Trivergance, LLC.
(4) Shares held in escrow to be released to the Reporting Person if the trading price of the Company's common stock equals or exceeds $20.00 for any 20 trading days within a 30 trading-day period between March 31, 2010 and March 31, 2014.
(5) Shares held in escrow to be released to the Reporting Person in three tranches as follows: (i) the first tranche of 40% of such shares will be released if the trading price of the Company's common stock equals or exceeds $20.00 for any 20 trading days within a 30 trading-day period prior to March 31, 2014; (ii) the second tranche of 30% of such shares will be released if the trading price of the Company's common stock equals or exceeds $24.50 for any 20 trading days within a 30 trading-day period prior to March 31, 2014; and (iii) the third tranche of 30% of such shares will be released if the trading price of the Company's common stock equals or exceeds $30.50 for any 20 trading days within a 30 trading-day period between March 31, 2012 and March 2014.

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