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Falcone Philip, et al. – ‘4’ for 3/29/10 re: Skyterra Communications Inc.

On:  Wednesday, 3/31/10, at 7:53pm ET   ·   For:  3/29/10   ·   As:  Officer, 10% Owner and Other   ·   Accession #:  1140361-10-14559   ·   File #:  0-13865

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/31/10  Falcone Philip                    4          O,%Own,Oth  1:20K  Skyterra Communications Inc.      Edgarfilings Ltd.
          Harbinger Capital Partners Master Fund I, Ltd.
          Harbinger Capital Partners Special Situations Fund, L.P.
          Harbinger Capital Partners Special Situations GP, LLC
          Harbinger Holdings, LLC
          Harbinger Capital Partners LLC

Statement of Changes in Beneficial Ownership of Securities by an Insider   —   Form 4   —   SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 4           Statement of Changes in Beneficial Ownership of     HTML     18K 
                Securities by an Insider -- doc1.xml/3.3                         




        

This ‘4’ Document is an XML Data File that may be rendered in various formats:

  Form 4    –   Plain Text   –  SEC Website  –  EDGAR System  –    XML Data    –  <?xml?> File
 

 
SEC Info rendering:  Statement of Changes in Beneficial Ownership of Securities by an Insider
 
FORM 4UNITED 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
X
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*
HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD.

(Last)(First)(Middle)
C/O INTERNATIONAL FUND SERVICES LIMITED
THIRD FL, BISHOP'S SQUARE, REDMOND'S HIL

(Street)
DUBLINL200000

(City)(State)(Zip)
2. Issuer Name and Ticker or Trading Symbol
SKYTERRA COMMUNICATIONS INC [ SKYT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below)XOther (specify below)
Director, Chairman and CEO
3. Date of Earliest Transaction (Month/Day/Year)
3/29/10
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
XForm 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)
CodeVAmount(A) or (D)Price
Voting Common Stock, $0.01 par value per share 3/29/10J (1) 23,042,077A$50D (3) (5) (6)
Non-Voting Common Stock, $0.01 par value per share 3/29/10J (2) 22,105,400A$50D (3) (5) (6)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Warrants$0.01 3/29/10J (4) 0 (4) 4/1/09 1/7/14Voting Common Stock21,250,000 (4)0D (5) (6)
Warrants$10 3/29/10J (4) 0 (4) 1/7/08 1/6/18Voting Common Stock9,144,038 (4)0D (5) (6)
Warrants$0.01 3/29/10J (4) 0 (4) 1/7/09 1/7/14Voting Common Stock7,500,000 (4)0D (5) (6)
1. Name and Address of Reporting Person*
HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD.

(Last)(First)(Middle)
C/O INTERNATIONAL FUND SERVICES LIMITED
THIRD FL, BISHOP'S SQUARE, REDMOND'S HIL

(Street)
DUBLINL200000

(City)(State)(Zip)
1. Name and Address of Reporting Person*
HARBINGER CAPITAL PARTNERS LLC

(Last)(First)(Middle)
450 PARK AVENUE, 30TH FLOOR

(Street)
NEW YORKNY10022

(City)(State)(Zip)
1. Name and Address of Reporting Person*
HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P.

(Last)(First)(Middle)
450 PARK AVENUE, 30TH FLOOR

(Street)
NEW YORKNY10022

(City)(State)(Zip)
1. Name and Address of Reporting Person*
HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS GP, LLC

(Last)(First)(Middle)
450 PARK AVENUE, 30TH FLOOR

(Street)
NEW YORKNY10022

(City)(State)(Zip)
1. Name and Address of Reporting Person*
HARBINGER HOLDINGS, LLC

(Last)(First)(Middle)
450 PARK AVENUE, 30TH FLOOR

(Street)
NEW YORKNY10022

(City)(State)(Zip)
1. Name and Address of Reporting Person*
FALCONE PHILIP

(Last)(First)(Middle)
450 PARK AVENUE, 30TH FLOOR

(Street)
NEW YORKNY10022

(City)(State)(Zip)
Explanation of Responses:
(1)  Pursuant to the effectiveness of a merger which was consummated on March 29, 2010, in which Harbinger Capital Partners Master Fund I, Ltd. (the "Master Fund") and Harbinger Capital Partner's Special Situations Fund, L.P. (the "Special Fund"), together with Sol Private Corp., an indirect wholly-owned subsidiary of the Master Fund and the Special Fund (the "Merger Sub"), acquired the Issuer through a merger of the Merger Sub with and into the Issuer (the "Merger"), all shares of the Issuer's Common Stock, par value $0.01 per share ("Common Stock") not previously held by the Master Fund and Special Fund were converted into a right to receive $5.00 in cash, subsequently cancelled and ceased to exist.
(2)  Pursuant to the Merger, all shares of the Issuer's Non-Voting Common Stock, par value $0.01 per share ("Non-Voting Common Stock") not previously held by the Master Fund and Special Fund were converted into a right to receive $5.00 in cash, subsequently cancelled and ceased to exist.
(3)  Pursuant to the Merger, the Common Stock and Non-Voting Common Stock, including Common Stock and Non-Voting Common Stock held in escrow prior to the Merger, previously held by the Master Fund and Special Fund and deemed to be indirectly beneficially owned by (i) Harbinger Capital Partners LLC ("Harbinger LLC") which serves as the investment manager and investment advisor to the Master Fund; (ii) Harbinger Capital Partners Special Situations GP, LLC ("HCPSS") which serves as the general partner to the Special Fund; (iii) Harbinger Holdings LLC ("Harbinger Holdings") which serves as the manager to Harbinger LLC and the managing member of HCPSS; and (iv) Philip Falcone ("Mr. Falcone") who serves as the managing member of Harbinger Holdings and the portfolio manager of the Master Fund and Special Fund, was cancelled and ceased to exist.
(4)  Pursuant to the Merger, all warrants exercisable into either the Issuer's Common Stock and Non-Voting Common Stock previously held by the Master Fund and Special Fund were cancelled and ceased to exist.
(5)  Based upon information provided by the Issuer in its recently-filed quarterly report on Form 10-K, there were 49,062,853 Common Stock, which included 1,603,960 shares of restricted stock held by certain officers and directors of the Issuer, and 59,958,499 Non-Voting Common Stock outstanding as of February 22, 2010.
(6)  Pursuant to the Merger, in which the outstanding Common Stock and Non-Voting Common Stock of the Issuer was cancelled, the Reporting Persons are no longer deemed to be a beneficial owner of any Common Stock and Non-Voting Common Stock for purposes of Rule 16a-1(a)(1) under the Securities Exchange Act of 1934 (the "Exchange Act").
Remarks:
/s/ Philip Falcone, Managing Member, HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD, BY: HARBINGER CAPITAL PARTNERS LLC, BY: HARBINGER HOLDINGS, LLC 3/31/10
/s/ Philip Falcone, Managing Member, HARBINGER CAPITAL PARTNERS LLC, BY: HARBINGER HOLDINGS, LLC 3/31/10
/s/ Philip Falcone, Managing Member, HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P., BY: HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS GP, LLC, BY: HARBINGER HOLDINGS LLC 3/31/10
/s/ Philip Falcone, Managing Member, HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS GP, LLC, BY: HARBINGER HOLDINGS, LLC 3/31/10
/s/ Philip Falacone, Managing Member, HARBINGER HOLDINGS, LLC 3/31/10
/s/ Philip Falcone/ PHILIP FALCONE 3/31/10
** Signature of Reporting PersonDate
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.
____________
Transaction Code:
    J    Other acquisition or disposition.

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