FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Pendrell Corp [ PCO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/27/2012 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Class A Common Stock | 11/27/2012 | M | 3,000,000 | A | $0.01 | 3,000,000 | I | By: Eagle River Investments, LLC(1) | ||
Class A Common Stock | 90,909 | D | ||||||||
Class A Common Stock | 2,339,724 | I | By: Eagle River, Inc.(2) | |||||||
Class A Common Stock | 20,696,037 | I | By: Eagle River Satellite Holdings, LLC(3) | |||||||
Class A Common Stock | 17,932,651 | I | By: Eagle River Partners, LLC(4) | |||||||
Class B Common Stock | 44,360,000 | I | By: Eagle River Satellite Holdings, LLC(3) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Warrant (Right to Buy) | $0.01 | 11/27/2012 | M | 3,000,000 | 12/12/2002(5) | 12/12/2012 | Class A Common Stock | 3,000,000 | $0.00 | 0 | I | By: Eagle River Investments, LLC(6) |
Explanation of Responses: |
1. The shares were issued to Eagle River Investments, LLC ("ERI") upon the exercise of a warrant that was issued to ERI on December 12, 2002. The warrant was reported as directly owned by ERI in Table II of Form 3 filed by ERI on July 13, 2006. The Reporting Person is the sole manager and beneficial member of ERI, and as such may be deemed to share the power to vote or to direct the voting of, or to dispose or to direct the disposition of, the Issuer's securities beneficially owned by ERI. The Reporting Person disclaims beneficial ownership of the Issuer's securities directly owned by ERI, except to the extent of any pecuniary interest therein. |
2. The Reporting Person is the sole shareholder of Eagle River, Inc. |
3. The Reporting Person is the sole manager and beneficial member of ERI, which is the sole member of Eagle River Satellite Holdings, LLC ("ERSH") and as such may be deemed to share the power to vote or to direct the vote, or to dispose of or direct the disposition of, the Issuer's securities beneficially owned by ERSH. The Reporting Person disclaims beneficial ownership of the Issuer's securities beneficially owned by ERSH, except to the extent of any pecuniary interest. |
4. The Reporting Person is the beneficial member of Eagle River Partners, LLC ("ERP"), and as such may be deemed to share the power to vote or to direct the vote, or to dispose or direct the disposition of, the Issuer's securities beneficially owned by ERP. The Reporting Person disclaims beneficial ownership of the Issuer's securities directly owned by ERP, except to the extent of any pecuniary interest. |
5. Fully exercisable upon issuance. |
6. The warrant was issued to ERI on December 12, 2002 and was reported as directly owned by ERI in Table II of Form 3 filed by ERI on July 13, 2006. The Reporting Person is the sole manager and beneficial member of ERI, and as such may be deemed to share the power to vote or to direct the voting of, or to dispose or to direct the disposition of, the Issuer's securities beneficially owned by ERI. The Reporting Person disclaims beneficial ownership of the Issuer's securities directly owned by ERI, except to the extent of any pecuniary interest therein. |
Remarks: |
/s/ Timothy M. Dozois, attorney-in-fact | 11/28/2012 | |
** Signature of Reporting Person | Date | |
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 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). | ||
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. |