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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. (Last) (First) (Middle) C/O INTERNATIONAL FUND SVS. (IRELAND) LT 78 SIR JOHN ROGERSON'S QUAY (Street) DUBLIN 2 L2 00000 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol TERRESTAR CORP [ TSTR ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 10/22/2010
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/22/2010		S		452,000	D	$0.1777	34,869,444	D(1)(2)(7)
Common Stock	10/25/2010		S		1,037,617	D	$0.1591	33,831,827	D(1)(2)(7)
Common Stock	10/25/2010		S		387,383	D	$0.1591	11,975,105	D(3)(4)(7)
Common Stock	10/26/2010		S		288,835	D	$0.1413	33,542,992	D(1)(2)(7)
Common Stock	10/26/2010		S		107,833	D	$0.1413	11,867,272	D(3)(4)(7)
Common Stock	10/27/2010		S		226,721	D	$0.125	11,640,551	D(3)(4)(7)
Common Stock	10/27/2010		S		607,279	D	$0.125	32,935,713	D(1)(2)(7)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
6.5% Senior Exchangeable PIK Notes	$5.5741	10/27/2010		P		9,402,378		10/27/2010	06/15/2014	Common Stock	1,686,798	$43.5	9,402,378	D(5)(6)(7)
6.5% Senior Exchangeable PIK Notes	$5.5741	10/27/2010		P		11,843,804		10/27/2010	06/15/2014	Common Stock	3,811,590	$45.5	21,246,182	D(5)(6)(7)

1. Name and Address of Reporting Person* HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. (Last) (First) (Middle) C/O INTERNATIONAL FUND SVS. (IRELAND) LT 78 SIR JOHN ROGERSON'S QUAY (Street) DUBLIN 2 L2 00000 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* HARBINGER CAPITAL PARTNERS LLC (Last) (First) (Middle) 450 PARK AVENUE, 30TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P. (Last) (First) (Middle) 450 PARK AVENUE, 30TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) Form filed by More than One Re

1. Name and Address of Reporting Person* HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS GP, LLC (Last) (First) (Middle) 450 PARK AVENUE, 30TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner X Officer (give title below) Other (specify below) Director, Chairman and CEO

1. Name and Address of Reporting Person* Credit Distressed Blue Line Master Fund, Ltd. (Last) (First) (Middle) C/O INTERNATIONAL FUND SVS. (IRELAND) LT 78 SIR JOHN ROGERSON'S QUAY (Street) DUBLIN 2 L2 00000 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* HARBINGER CAPITAL PARTNERS II LP (Last) (First) (Middle) 450 PARK AVENUE, 30TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* HARBINGER CAPITAL PARTNERS II GP LLC (Last) (First) (Middle) 450 PARK AVENUE, 30TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* HARBINGER HOLDINGS, LLC (Last) (First) (Middle) 450 PARK AVENUE, 30TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* FALCONE PHILIP (Last) (First) (Middle) 450 PARK AVENUE, 30TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. These shares of the Issuer's common stock, par value $0.01 per share (the "Shares"), are owned by Harbinger Capital Partners Master Fund I, Ltd. (the "Master Fund"), which is a Reporting Person.

2. These Shares may be deemed to be indirectly beneficially owned by the following, each of whom is a Reporting Person: Harbinger Capital Partners LLC ("Harbinger LLC"), the investment manager of the Master Fund; Harbinger Holdings, LLC ("Harbinger Holdings"), the manager of Harbinger LLC; and Philip Falcone ("Mr. Falcone"), the managing member of Harbinger Holdings and the portfolio manager of the Master Fund.

3. These Shares are owned by Harbinger Capital Partners Special Situations Fund, L.P. (the "Special Fund"), which is a Reporting Person.

4. These Shares may be deemed to be indirectly beneficially owned by the following, each of whom is a Reporting Person: Harbinger Capital Partners Special Situations GP, LLC ("HCPSS"), the general partner of the Special Fund; Harbinger Holdings, the managing member of HCPSS; and Mr. Falcone, the managing member of Harbinger Holdings and the portfolio manager of the Special Fund.

5. These securities are owned by Credit Distressed Blue Line Master Fund, Ltd. (the "Blue Line Fund"), which is a Reporting Person.

6. These securities may be deemed to be indirectly beneficially owned by the following, each of whom is a Reporting Person: Harbinger Capital Partners II LP ("HCP II"), the investment manager of the Blue Line Fund; Harbinger Capital Partners II GP LLC ("HCP II GP"), the general partner of HCP II; and Mr. Falcone, the managing member of HCP II GP and the portfolio manager of the Blue Line Fund.

7. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, or for any other purpose.

Remarks:

	HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD., By: HARBINGER CAPITAL PARTNERS LLC, By: HARGINGER HOLDINGS, LLC, Manager, By: /s/ Philip Falcone	10/29/2010
	HARBINGER CAPITAL PARTNERS LLC, By: HARBINGER HOLDINGS, LLC, Manager, By: /s/ Philip Falcone	10/29/2010
	HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P., By: HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS GP, LLC, By: HARBINGER HOLDINGS, LLC, Managing Member, By: /s/ Philip Falcone	10/29/2010
	HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS GP, LLC, By: HARBINGER HOLDINGS, LLC, Managing Member, By: /s/ Philip Falcone	10/29/2010
	CREDIT DISTRESSED BLUE LINE MASTER FUND, LTD., By: HARBINGER CAPITAL PARTNERS II LP, By: HARBINGER CAPITAL PARTNERS II GP LLC, General Partner, By:/s/ Philip Falcone	10/29/2010
	HARBINGER CAPITAL PARTNERS II LP, By: HARBINGER CAPITAL PARTNERS II GP LLC, General Partner, By: /s/ Philip Falcone	10/29/2010
	HARBINGER CAPITAL PARTNERS II GP LLC, By: /s/ Philip Falcone	10/29/2010
	HARBINGER HOLDINGS, LLC, By: /s/ Philip Falcone	10/29/2010
	/s/ Philip Falcone	10/29/2010
	** 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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