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Ownership Document |
Schema Version: X0303 |
Document Type: 4 |
Period of Report: 3/29/10 |
Not Subject to Section 16: 1 |
Issuer: |
| Issuer CIK: 756502 |
| Issuer Name: SKYTERRA COMMUNICATIONS INC |
| Issuer Trading Symbol: SKYT |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1233563 |
| | Owner Name: HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. |
| Reporting Owner Address: |
| | Owner Street 1: C/O INTERNATIONAL FUND SERVICES LIMITED |
| | Owner Street 2: THIRD FL, BISHOP'S SQUARE, REDMOND'S HIL |
| | Owner City: DUBLIN |
| | Owner State: L2 |
| | Owner ZIP Code: 00000 |
| | Owner State Description: IRELAND |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? Yes |
| | Officer Title: |
| | Other Text: Director, Chairman and CEO |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1457298 |
| | Owner Name: HARBINGER CAPITAL PARTNERS LLC |
| Reporting Owner Address: |
| | Owner Street 1: 450 PARK AVENUE, 30TH FLOOR |
| | Owner Street 2: |
| | Owner City: NEW YORK |
| | Owner State: NY |
| | Owner ZIP Code: 10022 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
| | Officer Title: |
| | Other Text: |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1371517 |
| | Owner Name: HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P. |
| Reporting Owner Address: |
| | Owner Street 1: 450 PARK AVENUE, 30TH FLOOR |
| | Owner Street 2: |
| | Owner City: NEW YORK |
| | Owner State: NY |
| | Owner ZIP Code: 10022 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? Yes |
| | Officer Title: |
| | Other Text: Form filed by More than One Re |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1371518 |
| | Owner Name: HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS GP, LLC |
| Reporting Owner Address: |
| | Owner Street 1: 450 PARK AVENUE, 30TH FLOOR |
| | Owner Street 2: |
| | Owner City: NEW YORK |
| | Owner State: NY |
| | Owner ZIP Code: 10022 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? Yes |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
| | Officer Title: Director, Chairman and CEO |
| | Other Text: |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1456927 |
| | Owner Name: HARBINGER HOLDINGS, LLC |
| Reporting Owner Address: |
| | Owner Street 1: 450 PARK AVENUE, 30TH FLOOR |
| | Owner Street 2: |
| | Owner City: NEW YORK |
| | Owner State: NY |
| | Owner ZIP Code: 10022 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
| | Officer Title: |
| | Other Text: |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1233569 |
| | Owner Name: FALCONE PHILIP |
| Reporting Owner Address: |
| | Owner Street 1: 450 PARK AVENUE, 30TH FLOOR |
| | Owner Street 2: |
| | Owner City: NEW YORK |
| | Owner State: NY |
| | Owner ZIP Code: 10022 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
| | Officer Title: |
| | Other Text: |
Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Voting Common Stock, $0.01 par value per share |
| | Transaction Date: |
| | | Value: 3/29/10 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: J |
| | | Equity Swap Involved? No |
| | | Footnote ID: F1 |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 23,042,077 |
| | | Transaction Price Per Share: |
| Value: 5.00 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 0 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Footnote ID: F3 |
| Footnote ID: F5 |
| Footnote ID: F6 |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Non-Voting Common Stock, $0.01 par value per share |
| | Transaction Date: |
| | | Value: 3/29/10 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: J |
| | | Equity Swap Involved? No |
| | | Footnote ID: F2 |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 22,105,400 |
| | | Transaction Price Per Share: |
| Value: 5.00 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 0 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Footnote ID: F3 |
| Footnote ID: F5 |
| Footnote ID: F6 |
Derivative Table: |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Warrants |
| | Conversion or Exercise Price: |
| | | Value: 0.01 |
| | Transaction Date: |
| | | Value: 3/29/10 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: J |
| | | Equity Swap Involved? No |
| | | Footnote ID: F4 |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 0 |
| Footnote ID: F4 |
| | | Transaction Price Per Share: |
| Footnote ID: F4 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Exercise Date: |
| | | Value: 4/1/09 |
| | Expiration Date: |
| | | Value: 1/7/14 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Voting Common Stock |
| | | Underlying Security Shares: |
| Value: 21,250,000 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 0 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Footnote ID: F5 |
| Footnote ID: F6 |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Warrants |
| | Conversion or Exercise Price: |
| | | Value: 10.00 |
| | Transaction Date: |
| | | Value: 3/29/10 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: J |
| | | Equity Swap Involved? No |
| | | Footnote ID: F4 |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 0 |
| Footnote ID: F4 |
| | | Transaction Price Per Share: |
| Footnote ID: F4 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Exercise Date: |
| | | Value: 1/7/08 |
| | Expiration Date: |
| | | Value: 1/6/18 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Voting Common Stock |
| | | Underlying Security Shares: |
| Value: 9,144,038 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 0 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Footnote ID: F5 |
| Footnote ID: F6 |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Warrants |
| | Conversion or Exercise Price: |
| | | Value: 0.01 |
| | Transaction Date: |
| | | Value: 3/29/10 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: J |
| | | Equity Swap Involved? No |
| | | Footnote ID: F4 |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 0 |
| Footnote ID: F4 |
| | | Transaction Price Per Share: |
| Footnote ID: F4 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Exercise Date: |
| | | Value: 1/7/09 |
| | Expiration Date: |
| | | Value: 1/7/14 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Voting Common Stock |
| | | Underlying Security Shares: |
| Value: 7,500,000 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 0 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Footnote ID: F5 |
| Footnote ID: F6 |
Footnotes: |
| Footnote - F1: 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. |
| Footnote - F2: 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. |
| Footnote - F3: 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. |
| Footnote - F4: 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. |
| Footnote - F5: 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. |
| Footnote - F6: 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: |
Owner Signature: |
| Signature Name: /s/ Philip Falcone, Managing Member, HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD, BY: HARBINGER CAPITAL PARTNERS LLC, BY: HARBINGER HOLDINGS, LLC |
| Signature Date: 3/31/10 |
Owner Signature: |
| Signature Name: /s/ Philip Falcone, Managing Member, HARBINGER CAPITAL PARTNERS LLC, BY: HARBINGER HOLDINGS, LLC |
| Signature Date: 3/31/10 |
Owner Signature: |
| Signature Name: /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 |
| Signature Date: 3/31/10 |
Owner Signature: |
| Signature Name: /s/ Philip Falcone, Managing Member, HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS GP, LLC, BY: HARBINGER HOLDINGS, LLC |
| Signature Date: 3/31/10 |
Owner Signature: |
| Signature Name: /s/ Philip Falacone, Managing Member, HARBINGER HOLDINGS, LLC |
| Signature Date: 3/31/10 |
Owner Signature: |
| Signature Name: /s/ Philip Falcone/ PHILIP FALCONE |
| Signature Date: 3/31/10 |