SEC FORM 4

SEC Form 4

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^*

PAGON MARSHALL W

(Last)

(First)

(Middle)

C/O PEGASUS COMMUNICATIONS MANAGEMENT CO

225 CITY LINE AVENUE, SUITE 200

(Street)

BALA CYNWYD

19004

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PEGASUS COMMUNICATIONS CORP / [ PGTV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO and Chairman of Board

3. Date of Earliest Transaction (Month/Day/Year)
04/22/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	04/22/2005		F⁽¹⁾		3,209	D	$13.95⁽²⁾	163,805⁽³⁾	D
Class A and B Common Stock	08/08/1988		A		0	A	$0	1,903,760	I	See Footnotes⁽⁴⁾⁽⁵⁾⁽⁶⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents the surrender of Class A common stock, as permitted under the issuer's Restricted Stock Plan, in a transaction exempt under Rule 16b-3, by the reporting person to the Issuer in connection with a previously reported restricted stock award on February 25, 2004 in satisfaction of the reporting person's tax withholding obligations.

2. In accordance with the issuer's Restricted Stock Plan, the price reflects the market closing price on the day prior to vesting, or February 24, 2005, which is the same price that shares are valued in determining the number of shares required to be surrendered under the plan.

3. The number of shares reported herein reflect adjustments as a result of the Issuer's 2 for 1 stock split of its Class A and Class B common stock, which occurred effective August 26, 2004.

4. Includes 1,832,760 shares of Class B Common Stock, which are convertible into shares of Class A Common Stock on a one-for-one basis. Of these shares, 600,950 shares are directly held by Pegasus Capital Holdings, LLC. Mr. Pagon is deemed to be the beneficial owners of the 600,950 shares by virtue of the fact that he is the managing member of Pegasus Capital Holdings, LLC. 1,204,872 shares of Class B Common Stock are held by Pegasus Communications Holdings, Inc. Pegasus Communications Corporation is a direct subsidiary of Pegasus Communications Holdings, Inc. Mr. Pagon, Pegasus Communications Limited Partnership, Northwest Management Associates, L.P., and Pegasus Cable Associates, Ltd. are deemed to be the beneficial owners of the 1,204,872 shares by virtue of the fact that -- SEE CONTINUATION IN FOOTNOTE 5

5. Mr. Pagon owns 100% of the stock of Pegasus Cable Associates, Ltd., which is the general partner of Northwest Management Associates, L.P., and by virtue of the fact that Northwest Management Associates, L.P. is the general partner of Pegasus Communications Limited Partnership, which owns all of the stock of Pegasus Communications Holdings, Inc. Also includes 12,466 shares of Class B Common Stock owned by Pegasus Radio Corp., which is a direct subsidiary of Pegasus Telecommunications, Inc., which, in turn, is wholly owned by BDI Associates, LLC. The remaining 71,000 shares of Class A and 14,472 shares of Class B Common Stock owned directly by Pegasus PCS Partners, L.P. Mr. Pagon, Pegasus Capital Holdings, LLC, Pegasus Communications Portfolio Holdings, Inc., and Pegasus PCS, Inc. are deemed to be beneficial owners of these shares because -- SEE FOOTNOTE 6

6. Pegasus PCS, Inc. is the sole general partner in Pegasus PCS Partners, L.P.; Pegasus Communications Portfolio Holdings, Inc. is the sole stockholder of Pegasus PCS, Inc.; BDI Associates, LLC is the sole stockholder of Pegasus Communications Portfolio Holdings, Inc.; Mr. Pagon is the managing member of Pegasus Capital Holdings, LLC and BDI Associates, LLC. Mr. Pagon and each entity named in this note disclaims beneficial ownership for purposes of Section 16 except to the extent of his or its respective pecuniary interest.

Remarks:

	Marshall W. Pagon	04/26/2005
	Marshall W. Pagon, for Pegasus Communications Holdings, Inc., pursuant to Power of Attorney on file with SEC	04/26/2005
	Marshall W. Pagon, for Pegasus Cable Associates, LTD, pursuant to Power of Attorney on file with SEC	04/26/2005
	Marshall W. Pagon, for Northwest Management Associates, L.P., by Pegasus Cable Associates, LTD, its General Partner	04/26/2005
	Marshall W. Pagon, for Pegasus Communications Limited Partnership, by Northwest Managment Associates, LP	04/26/2005
	** 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).
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