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*
Wolff Benjamin G

(Last) (First) (Middle)
2300 CARILLON POINT

(Street)
KIRKLAND WA 98033

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
12/07/2009
3. Issuer Name and Ticker or Trading Symbol
ICO Global Communications (Holdings) LTD [ ICOG ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman, CEO (eff. 12.31.09)
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 1,466,848 I By: Eagle River, Inc.(1)
Class A Common Stock 20,696,037 I By: Eagle River Satellite Holdings, LLC(2)
Class B Common Stock 44,360,000 I By: Eagle River Satellite Holdings, LLC(2)
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant (right to buy) (3) 12/12/2012 Class A Common Stock 3,000,000 $0.01 I By: Eagle River Satellite Holdings, LLC(2)
Stock Option (Right to Buy) (3) 11/14/2015 Class A Common Stock 30,000 $4.25 D
Stock Option (Right to Buy) (4) 10/01/2016 Class A Common Stock 30,000 $5.85 D
Stock Option (Right to Buy) (5) 10/01/2017 Class A Common Stock 30,000 $3.5 D
Stock Option (Right to Buy) (6) 10/01/2018 Class A Common Stock 30,000 $1.01 D
Explanation of Responses:
1. The Reporting Person is the President of Eagle River, Inc. ("Eagle River") and as such may be deemed to share the power to vote or to direct the voting of, or to dispose or direct the disposition of, the Issuer's securities beneficially owned by Eagle River. The Reporting Person disclaims beneficial ownership of the Issuer's securities owned by Eagle River, except to the extent of any pecuniary interest.
2. The Reporting Person is the President of Eagle River Investments, LLC, which is the sole member of Eagle River Satellite Holdings, LLC ("ERS") and as such may be deemed to share the power to vote or to direct the voting of, or to dispose or direct the disposition of, the Issuer's securities beneficially owned by ERS. The Reporting Person disclaims beneficial ownership of the Issuer's securities owned by ERS, except to the extent of any pecuniary interest.
3. Fully vested.
4. The shares subject to this option vest in four equal annual installments (measured from the date of grant) beginning with the vesting commencement date of October 1, 2006.
5. The shares subject to this option vest in four equal annual installments (measured from the date of grant) beginning with the vesting commencement date of October 1, 2007.
6. The shares subject to this option vest in four equal annual installments (measured from the date of grant) beginning with the vesting commencement date of October 1, 2008.
Remarks:
/s/ John L. Flynn, attorney-in-fact 12/17/2009
** 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.