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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Warrants | $ 0.01 | 04/01/2009 | P | 15,937,500 | 04/01/2009 | 01/07/2014 | Common Stock | 15,937,500 | (9) | 21,562,500 | D (1) (2) (3) (4) | ||||
| Warrants | $ 10 | 01/07/2008 | 01/06/2018 | Common Stock | 6,096,026 | 6,096,026 | D (1) (2) (3) (4) | ||||||||
| Series 1-A Warrants | $ 4.2 (8) | 06/04/1999 | 06/04/2009 | Common Stock | 509,942 | 175,975 | D (1) (2) (3) (4) | ||||||||
| Series 2-A Warrants | $ 7 | 06/04/1999 | 06/04/2009 | Common Stock | 2,017,301 | 7,357,525 | D (1) (2) (3) (4) | ||||||||
| Warrants | $ 0.01 | 04/01/2009 | P | 5,312,500 | 04/01/2009 | 01/07/2014 | Common Stock | 5,312,500 | (9) | 7,187,500 | D (1) (5) (6) (7) | ||||
| Warrants | $ 10 | 01/07/2008 | 01/06/2018 | Common Stock | 3,048,012 | 3,048,012 | D (1) (5) (6) (7) | ||||||||
| Series 1-A Warrants | $ 4.2 (8) | 06/04/1999 | 06/04/2009 | Common Stock | 169,981 | 58,658 | D (1) (5) (6) (7) | ||||||||
| Series 2-A Warrants | $ 7 | 06/04/1999 | 06/04/2009 | Common Stock | 672,434 | 2,452,508 | D (1) (5) (6) (7) | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. C/O INTERNATIONAL FUND SERVICES LIMITED THIRD FL, BISHOP'S SQUARE REDMOND'S HILL DUBLIN, L2 00000 |
X | *See Remarks | ||
| HARBINGER CAPITAL PARTNERS LLC 555 MADISON AVENUE, 16TH FLOOR NEW YORK, NY 10022 |
X | *See Remarks | ||
| HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P. 555 MADISON AVENUE, 16TH FLOOR NEW YORK, NY 10022 |
X | *See Remarks | ||
| HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS GP, LLC 555 MADISON AVENUE, 16TH FLOOR NEW YORK, NY 10022 |
X | *See Remarks | ||
| HARBINGER HOLDINGS, LLC 555 MADISON AVENUE, 16TH FLOOR NEW YORK, NY 10022 |
X | *See Remarks | ||
| FALCONE PHILIP 555 MADISON AVE, 16TH FLOOR NEW YORK, NY 10022 |
X | *See Remarks | ||
| Harbinger Capital Partners Master Fund I, Ltd.(+), By: Harbinger Capital Partners LLC, By: Harbinger Holdings, LLC, Managing Member, By: /s/ Philip Falcone | 04/03/2009 | |
| **Signature of Reporting Person | Date | |
| Harbinger Capital Partners LLC(+), By: Harbinger Holdings, LLC, Managing Member, By: /s/ Philip Falcone | 04/03/2009 | |
| **Signature of Reporting Person | Date | |
| Harbinger Capital Partners Special Situations Fund, L.P.(+), By: Harbinger Capital Partners Special Situations GP, LLC, By: Harbinger Holdings, LLC, Managing Member, By: /s/ Philip Falcone | 04/03/2009 | |
| **Signature of Reporting Person | Date | |
| Harbinger Capital Partners Special Situations GP, LLC(+), By: Harbinger Holdings, LLC, Managing Member, By: /s/ Philip Falcone | 04/03/2009 | |
| **Signature of Reporting Person | Date | |
| Harbinger Holdings, LLC(+), By: /s/ Philip Falcone | 04/03/2009 | |
| **Signature of Reporting Person | Date | |
| /s/ Philip Falcone(+) | 04/03/2009 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(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) | IMPORTANT NOTE: THE SECURITIES SET FORTH IN THIS REPORT ARE DIRECTLY BENEFICIALLY OWNED BY HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. AND/OR HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P. (COLLECTIVELY, THE "FUNDS"). ALL OTHER REPORTING PERSONS ARE INCLUDED WITHIN THIS REPORT DUE TO THEIR AFFILIATION WITH ONE OR BOTH OF THE FUNDS. |
| (2) | These securities are owned by Harbinger Capital Partners Master Fund I, Ltd. (the "Master Fund"), which is a Reporting Person. |
| (3) | These securities may be deemed to be indirectly beneficially owned by the following, each of whom is a Reporting Person: Harbinger Capital Partners LLC ("Harbinger LLC"), the investment manager of the Master Fund; Harbinger Holdings, LLC ("Harbinger Holdings"), the managing member of Harbinger LLC; and Philip Falcone, the managing member of Harbinger Holdings and the portfolio manager of the Master Fund. |
| (4) | Each Reporting Person listed in Footnotes 2 and 3 disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
| (5) | These securities are owned by Harbinger Capital Partners Special Situations Fund, L.P. (the "Special Situations Fund"), which is a Reporting Person. |
| (6) | These securities may be deemed to be indirectly beneficially owned by the following, each of whom is a Reporting Person: Harbinger Capital Partners Special Situations GP, LLC ("HCPSS"), the general partner of the Special Situations Fund; Harbinger Holdings, the managing member of HCPSS; and Philip Falcone, the portfolio manager of the Special Situations Fund. |
| (7) | Each Reporting Person listed in Footnotes 5 and 6 disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
| (8) | The exercise price of the Series 1-A Warrants reported above may vary and is calculated and is subject to adjustment upon the occurrence of certain events as set forth in the warrant. |
| (9) | In connection with the purchase of Notes pursuant to the Securities Purchase Agreement dated as of July 24, 2008, as amended pursuant to Amendment No. 1 dated January 7, 2009, between the Master Fund, the Special Situations Fund, SkyTerra Communications, Inc., SkyTerra LP and SkyTerra Finance Co., the Reporting Persons received Warrants as described in the Form of April 2009 Warrant attached as Exhibit V to the Schedule 13D/A filed by the Reporting Persons on January 13, 2009. |
| Remarks: (+) The Reporting Persons may be deemed to be members of a "group" for purposes of the Securities Exchange Act of 1934, as amended. Each Reporting Person disclaims beneficial ownership of any securities deemed to be owned by the group that are not directly owned by the Reporting Person. This report shall not be deemed an admission that such Reporting Person is a member of a group or the beneficial owner of any securities not directly owned by such Reporting Person. | |