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TCG Holdings LLC – ‘3’ for 3/16/05 re: PanAmSat Holding Corp

On:  Wednesday, 3/16/05, at 7:27pm ET   ·   For:  3/16/05   ·   As:  10% Owner   ·   Accession #:  1179110-5-5905   ·   File #:  1-32456

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

 3/16/05  TCG Holdings LLC                  3          10% Owner   1:6K   PanAmSat Holding Corp             Section16 Direct/FA

Initial Statement of Beneficial Ownership of Securities   —   Form 3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 3           Initial Statement of Beneficial Ownership of        HTML      7K 
                          Securities -- edgar.xml/2.2                            





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

  Form 3    –   Plain Text   –  SEC Website  –  EDGAR System  –    XML Data    –  <?xml?> File
 

 
SEC Info rendering:  Initial Statement of Beneficial Ownership of Securities
 
FORM 3UNITED 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
OMB APPROVAL
OMB Number:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
TCG HOLDINGS LLC

(Last)(First)(Middle)
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE, NW, SUITE 220

(Street)
WASHINGTONDC20004

(City)(State)(Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
3/16/05
3. Issuer Name and Ticker or Trading Symbol
PanAmSat Holding CORP [ PA ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% 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)
XForm filed by One Reporting Person
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)
Common Stock, par value $0.01 per share19,691,554ISee Footnotes (1) (2)
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)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock options (3) 9/15/14Common Stock, par value $0.01 per share131,697.8224.21D
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 3/16/05
** 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 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.

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