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
Expires: December 31, 2014
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 [ TSTRQ.PK ]
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)
12/01/2010
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 12/01/2010 S 361,693 D $0.1753 36,413,230 D (1) (2) (5)
Common Stock 12/01/2010 S 93,307 D $0.1753 10,163,801 D (3) (4) (5)
Common Stock 12/02/2010 S 178,859 D $0.17 36,234,371 D (1) (2) (5)
Common Stock 12/02/2010 S 46,141 D $0.17 10,117,660 D (3) (4) (5)
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
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)
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)
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)
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)
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)
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)
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. 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: HARBINGER HOLDINGS, LLC, Manager, By: /s/ Philip Falcone, Managing Member 12/03/2010
HARBINGER CAPITAL PARTNERS LLC, By: HARBINGER HOLDINGS, LLC, Manager, By: /s/ Philip Falcone, Managing Member 12/03/2010
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, Managing Member 12/03/2010
HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS GP, LLC, By: HARBINGER HOLDINGS, LLC, Managing Member, By: /s/ Philip Falcone, Managing Member 12/03/2010
HARBINGER HOLDINGS, LLC, By: /s/ Philip Falcone, Managing Member 12/03/2010
/s/ Philip Falcone 12/03/2010
** 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).
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.