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FORM 3
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UNITED 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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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OMB APPROVAL
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(Print or Type Responses)
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1. Name and Address of Reporting Person *
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TCG HOLDINGS LLC |
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2. Date of Event Requiring Statement (Month/Day/Year)
03/16/2005 |
3. Issuer Name and Ticker or Trading Symbol
PanAmSat Holding CORP [PA]
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C/O THE CARLYLE GROUP, 1001 PENNSYLVANIA AVE, NW, SUITE 220 |
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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_____ Director
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__X__ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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5. If Amendment, Date Original Filed
(Month/Day/Year)
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WASHINGTON, DC 20004 |
6. Individual or Joint/Group Filing
(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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| Common Stock, par value $0.01 per share | 19,691,554 |
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| See Footnotes (1) (2) |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) |
| 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 control number. | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
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2. Date Exercisable and Expiration Date
(Month/Day/Year)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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| Stock options |
(3) | 09/15/2014 | Common Stock, par value $0.01 per share | 131,697.822 |
$4.21 | D |
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Reporting Owners
| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
TCG HOLDINGS LLC
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE, NW, SUITE 220
WASHINGTON, DC 20004 |
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Signatures
| TCG Holdings, LLC | | 03/16/2005 |
| **Signature of Reporting Person | Date |
Explanation of Responses:
| * | 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). |
| (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. |
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.
Potential persons who are to 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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