SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Richardson Scott Gardner

(Last)

(First)

(Middle)

2300 CARILLON POINT

(Street)

KIRKLAND

98033

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/19/2014

3. Issuer Name and Ticker or Trading Symbol
Pendrell Corp [ PCO ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP & Chief Product Officer

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	142,294⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (Right to Buy)	08/24/2013⁽²⁾	08/24/2022	Class A Common Stock	243,750	$1.21	D
Employee Stock Option (Right to Buy)	08/15/2013⁽³⁾	08/15/2022	Class A Common Stock	225,000	$1.24	D
Employee Stock Option (Right to Buy)	02/28/2015⁽⁴⁾	02/24/2024	Class A Common Stock	250,000	$1.52	D
Restricted Stock Unit Award	08/24/2013⁽⁵⁾	08/24/2022	Class A Common Stock	30,469	$0.00⁽⁶⁾	D
Restricted Stock Unit Award	08/24/2012⁽⁷⁾	08/24/2016	Class A Common Stock	20,312	$0.00⁽⁶⁾	D

Explanation of Responses:

1. Includes 75,000 shares of restricted stock that are subject to vesting conditions as established by the Compensation Committee of the Issuer's Board of Directors.

2. 25% of the options vest on each of August 24, 2013, August 24, 2014, August 24, 2015 and August 24, 2016, subject to the continued employment of the Reporting Person through such dates.

3. 25% of the options vest on each of August 15, 2013, August 15, 2014, August 15, 2015 and August 15, 2016, subject to the continued employment of the Reporting Person through such dates.

4. 25% of the options vest on each of February 28, 2015, February 28, 2016, February 28, 2017 and February 28, 2018, subject to the continued employment of the Reporting Person through such dates.

5. 10,156 restricted stock units vest on August 24, 2014, 10,156 restricted stock units vest on August 24, 2015 and 10,157 restricted stock units vest on August 24, 2016, subject to the continued employment of the Reporting Person through such dates.

6. Converts into Class A Common Stock on a one-for-one basis upon vesting.

7. The restricted stock units will vest when the average closing share price of the Issuer's Class A Common Stock for any 60 consecutive calendar days, as reported on Nasdaq, is $3.00 or higher, subject to the continued employment of the Reporting Person through such date.

Remarks:

	/s/ Timothy M. Dozois, Attorney-in-Fact	05/23/2014
	** 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 5 (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.