2. Date Exercisable and Expiration Date
3. Title and Amount of Securities Underlying Derivative Security (Instr.
4. Conversion or Exercise Price of Derivative Security
5. Ownership Form: Direct (D) or Indirect (I) (Instr.
6. Nature of Indirect Beneficial Ownership (Instr.
Amount or Number of Shares
Common Stock, par value $0.01 per share
Explanation of Responses:
(1) Shares of common stock, par value $0.01 (the Common Stock), of PanAmSat Holding Corporation beneficially owned by TCG Holdings, L.L.C., a Delaware limited liability company (TCG). Carlyle PanAmSat I, LLC directly holds 18,637,640.677 shares of Common Stock and Carlyle PanAmSat II, LLC directly holds 1,053,914.323 shares of Common Stock. TC Group, L.L.C. exercises investment discretion and control over the shares indirectly held by Carlyl Partners III - Telecommunications, L.P. and CPIII Coinvestment, L.P., which we collectively refer to as the Carlyle Funds, through its indirect subsidiary TC Group III, L.P., which is the sole general partner of each of the Carlyle Funds.
(2) (cont) TCG Holdings, L.L.C. is the managing member of TC Group, L.L.C. TC Group, L.L.C. is the sole managing member of TC Group III, L.L.C. TC Group III, L.L.C. is the sole general partner of TC Group III, L.P. TCG Holdings, L.L.C., is a Deleware limited liability company, is the sole managing member of TC Group, L.L.C., and, in such capacity, exercises investment discretion and control of the shares beneficially owned by TC Group, L.L.C. TCG is managed by a three-person managing board, and all board action relating to the voting or disposition of these shares requires approval of a majority of the ownership of the shares shown as beneficially owned by TCG. Such persons disclaim such beneficial ownership.
(3) TCG Holdings., L.L.C. directly holds a total of 131,697.822 options to purchase shares of common stock of the Issuer. These options are scheduled to become exercisable in equal amounts on September 16, 2005, 2006, 2008 and 2009 at an exercise prices of $4.21 per share and will expire on September 15, 2014. TCG is managed by a three-person managing board, and all board action relating to the voting or disposition of these shares requires approval of a majority of the board. William E. Conway, Jr., Daniel A. D'Aniello and David M. Rubenstein, as the managing members of TCG, may be deemed to share beneficial ownership of the shares shown as beneficially owned by TCG. Such persons disclaim such beneficial ownership.
TCG Holdings, LLC
** Signature of Reporting Person
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,
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
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,
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.