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Ownership Document
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| Schema Version: X0202 |
| Document Type: 3 |
| Period of Report: 3/16/05 |
| No Securities Owned: 0 |
| Issuer: |
| Issuer CIK: 1310897 |
| Issuer Name: PanAmSat Holding CORP |
| Issuer Trading Symbol: PA |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1022596 |
| | Owner Name: TCG HOLDINGS LLC |
| Reporting Owner Address: |
| | Owner Street 1: C/O THE CARLYLE GROUP |
| | Owner Street 2: 1001 PENNSYLVANIA AVE, NW, SUITE 220 |
| | Owner City: WASHINGTON |
| | Owner State: DC |
| | Owner ZIP Code: 20004 |
| | 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 Holding: |
| | Security Title: |
| | | Value: Common Stock, par value $0.01 per share |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 19,691,554 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: See Footnotes |
| Footnote ID: F1 |
| Footnote ID: F2 |
| Derivative Table: |
| Derivative Holding: |
| | Security Title: |
| | | Value: Stock options |
| | Conversion or Exercise Price: |
| | | Value: 4.21 |
| | Exercise Date: |
| | | Footnote ID: F3 |
| | Expiration Date: |
| | | Value: 9/15/14 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock, par value $0.01 per share |
| | | Underlying Security Shares: |
| Value: 131,697.822 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Footnotes: |
| Footnote - F1: 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. |
| Footnote - F2: (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. |
| Footnote - F3: 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. |
| Owner Signature: |
| Signature Name: TCG Holdings, LLC |
| Signature Date: 3/16/05 |
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