SEC Info - TMI Communications Delaware, Ltd. Partnership, et al.

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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

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1. Name and Address of Reporting Person^*

BCE INC

(Last)

(First)

(Middle)

1000, RUE DE LA GAUCHETIERE OUEST,

BUREAU 3700 MONTREAL, QUEBEC

(Street)

H3B 4Y7 CANADA

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
9/25/06

3. Issuer Name and Ticker or Trading Symbol
MOTIENT CORP [ (MNCP) ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Option to acquire ⁽¹⁾ ⁽²⁾	10/5/06	1/15/07	Common Stock, par value $0.01 per share (the "Common Stock")	⁽¹⁾ ⁽²⁾	⁽¹⁾ ⁽²⁾	I ⁽¹⁾ ⁽²⁾	(See footnotes below) ⁽¹⁾ ⁽²⁾

1. Name and Address of Reporting Person^*

BCE INC

(Last)

(First)

(Middle)

1000, RUE DE LA GAUCHETIERE OUEST,

BUREAU 3700 MONTREAL, QUEBEC

(Street)

H3B 4Y7 CANADA

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

TMI Communications Inc.

(Last)

(First)

(Middle)

1601 TELESAT COURT

GLOUCESTER, ONTARIO

(Street)

K1B 1B9 CANADA

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

3924505 Canada Inc.

(Last)

(First)

(Middle)

1601 TELESAT COURT

GLOUCESTER, ONTARIO

(Street)

K1B 1B9 CANADA

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

TMI Communications & Company, Limited Partnership

(Last)

(First)

(Middle)

1601 TELESAT COURT

GLOUCESTER, ONTARIO

(Street)

K1B 1B9 CANADA

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

TMI Communications Delaware, Limited Partnership

(Last)

(First)

(Middle)

1209 ORANGE STREE

(Street)

WILMINGTON

19801

(City)

(State)

(Zip)

Explanation of Responses:

(1) This Form 3 is being filed by BCE, Inc. (the "Parent"), TMI Communications Inc. ("TMI"), 3924505 Canada Inc. ("TMI Delaware GP"), TMI Communications and Company, Limited Partnership ("TMI Delaware LP") and TMI Communications Delaware, Limited Partnership ("TMI Delaware" and together with BCE, TMI, TMI Delaware GP, TMI Delaware LP, the "Reporting Persons") with respect to the Common Stock. Each of the Reporting Persons other than Parent is a direct or indirect wholly-owned subsidiary of Parent.

(2) TMI Delaware has a contractual right to cause Motient Corporation ("Motient") to enter into an agreement (the "Exchange Agreement") to exchange 5,073,715 shares of common stock of TerreStar Networks, Inc. and 1,887,133.89202 shares of common stock of Terrestar Networks Bermuda Ltd., currently held by TMI Delaware, for 9,031,213 shares of Common Stock. TMI Delaware may exercise its right to require Motient to enter into the Exchange Agreement at any time on or prior to the earlier of (a) ten days before public announcement by Motient of its planned dividend of shares of common stock of SkyTerra Communications, Inc. ("SkyTerra") that Motient received in a previously announced exchange transaction between Motient and SkyTerra (the "Initial Dividend") and (b) January 15, 2007. The Exchange Agreement would provide for a closing as soon as the conditions therein are satisfied, except that if the Initial Dividend is not paid in 2006, the closing would occur as soon as practicable in 2007

	/s/ L. Scott Thomson	9/5/06
	/s/ L. Scott Thomson	9/5/06
	/s/ L. Scott Thomson	9/5/06
	/s/ L. Scott Thomson	9/5/06
	/s/ L. Scott Thomson	9/5/06
	** 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 5 (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.

TMI Communications Delaware, Ltd. Partnership, et al. – ‘3’ for 9/25/06 re: Terrestar Corp.

On: Thursday, 10/5/06, at 6:33pm ET · For: 9/25/06 · As: 10% Owner · Accession #: 1209191-6-53858 · File #: 0-23044

Initial Statement of Beneficial Ownership of Securities by an Insider — Form 3 — SEA’34
Filing Table of Contents

This ‘3’ Document is an XML Data File that may be rendered in various formats:

TMI Communications Delaware, Ltd. Partnership, et al. – ‘3’ for 9/25/06 re: Terrestar Corp.

On: Thursday, 10/5/06, at 6:33pm ET · For: 9/25/06 · As: 10% Owner · Accession #: 1209191-6-53858 · File #: 0-23044

Initial Statement of Beneficial Ownership of Securities by an Insider — Form 3 — SEA’34Filing Table of Contents

This ‘3’ Document is an XML Data File that may be rendered in various formats:

Initial Statement of Beneficial Ownership of Securities by an Insider — Form 3 — SEA’34
Filing Table of Contents