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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
 

 
Plain Text rendering:  Statement of Changes in Beneficial Ownership of Securities by an Insider
 
                                                                                                                                                                                
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 - F1Pursuant 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 - F2Pursuant 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 - F3Pursuant 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 - F4Pursuant 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 - F5Based 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 - F6Pursuant 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


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