| 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
MOTIENT CORP [ MNCP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/12/2004 | ||||||||||||||||||||||||||
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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 | ||||||
| Common Stock | 11/12/2004 | 11/12/2004 | P | 933,489(1) | A | $8.57 | 4,378,944(2)(4) | I | By Paul Tudor Jones, II. See Footnotes 2 and 4 | |
| Common Stock | 11/12/2004 | 11/12/2004 | P | 854,027(1) | A | $8.57 | 3,996,976(3)(4) | I | By Tudor Investment Corporation. See Footnotes 3 and 4 | |
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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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. On November 12, 2004, in connection with a private placement of shares of Common Stock by Motient Corporation (the "Offering"), Tudor Proprietary Trading, L.L.C. ("TPT"), The Altar Rock Fund L.P. ("Altar Rock"), The Raptor Global Portfolio Ltd. ("Raptor"), and The Tudor BVI Global Portfolio Ltd. ("BVI") purchased 79,462, 6,907, 698,364, and 148,756 shares of Common Stock, respectively. |
| 2. These shares of Common Stock are reported herein as indirectly beneficially owned by Paul T. Jones, II. These shares are owned indirectly by Tudor Investment Corporation ("Tudor") (3,996,976 shares) (see footnote 3) and directly by TPT (381,968 shares). Because Mr. Jones is the controlling shareholder of Tudor and the indirect controlling equity holder of TPT, Mr. Jones may be deemed to beneficially own the shares of Common Stock deemed beneficially owned by each of such entities. Mr. Jones expressly disclaims such beneficial ownership. |
| 3. These shares of Common Stock are reported herein as indirectly beneficially owned by Tudor Investment Corporation ("Tudor"). These shares are owned directly by Altar Rock (34,975 shares), Raptor (3,248,275 shares), and BVI (713,726 shares) . Because Tudor is the sole General Partner of Altar Rock and provides investment advisory services to Raptor and BVI, Tudor may be deemed to beneficially own the shares of Common Stock owned by each of such entities. Tudor expressly disclaims such beneficial ownership. |
| 4. Following the Offering, none of the Reporting Persons remained the beneficial owner of more than 10% of the shares of Common Stock. |
| Tudor Investment Corporation, By: Stephen N. Waldman, Managing Director | 11/15/2004 | |
| Paul T. Jones, II | 11/15/2004 | |
| James J. Pallotta | 11/15/2004 | |
| ** 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. | ||