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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 | ||||||||
Option to acquire (1) | (1) | 03/07/2007(2) | X | 9,031,213 | 10/05/2006 | 01/15/2007(2) | Common Stock | 9,031,213 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
BCE INC 1000 DE LA GAUCHETIERE OUEST BUREAU 4100 MONTREAL QUEBEC, CANADA, A8 H3B 4Y7 |
X |
/s/ L. Scott Thomson | 03/08/2007 | |
**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) | TMI Communications Delaware, Limited Partnership ("TMI Delaware") had a contractual right to exchange 5,073,715 shares of common stock of TerreStar Networks, Inc and 1,887,133.89202 shares of common stock of TerreStar Global Ltd. (formerly known as TerreStar Networks Bermuda Ltd.) (collectively, the "TerreStar Shares") for 9,031,213 shares (the "Initial Motient Shares") of common stock of Motient Corporation ("Motient"). On January 5, 2007 those rights to exchange were transferred to BCE Inc. ("BCE"), then the parent of TMI Delaware. On January 15, 2007, BCE gave notice that it would be acquiring the Initial Motient Shares pursuant to those rights to exchange. On March 7, 2008 the parties definitively scheduled a closing for that exchange and BCE agreed to sell 4,500,000 of the Initial Motient Shares. On March 8, 2007, BCE exchanged the TerreStar Shares for the Initial Motient Shares and sold 4,500,000 of those shares. |
(2) | The option to acquire was exercised on January 15, 2007 but the parties did not schedule a closing date until March 7, 2007. |
Remarks: The original Form 3 filed for the shares covered by this Form 4 was filed jointly by BCE Inc. ("BCE"), TMI Communications Inc., 3924505 Canada Inc., TMI Communications and Company, Limited Partnership and TMI Communications Delaware, Limited Partnership ("TMI Delaware"). On January 5, 2007, the rights of TMI Delaware under the option to acquire shares covered by that original Form 3 were transferred directly to BCE in a transaction exempt from liability under Section 16(b) of the Securities Exchange Act of 1934 and as a result only BCE continued to have beneficial ownership of those shares. Accordingly, the persons other than BCE Inc. who had jointly filed the original Form 3 are no longer filing parties under this Form 4. |