SEC Form 4

FORM 4

[ ] Check this box if no longer
subject to Section 16. Form 4 or Form
5 obligations may continue.
See Instruction 1(b).

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, Section 17(a) of the Public Utility
Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Bay Harbour Management, L.C.

(Last) (First) (Middle)

885 Third Avenue

34th Floor

(Street)

New York, NY 10022

(City) (State) (Zip)

2. Issuer Name
and Ticker or Trading Symbol

Motient Corportion
MNCP

3. I.R.S. Identification
    Number of Reporting
    Person, if an entity
    (voluntary)

4. Statement for
Month/Day/Year

09/24/2002

5. If Amendment,
Date of Original
(Month/Day/Year)

6. Relationship of Reporting Person(s) to Issuer

(Check all applicable)

Director X 10% Owner

Officer (give title below) Other (specify below)

Description

7. 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. Owner-
    ship
    Form:
    Direct (D)
    or
    Indirect (I)

    (Instr. 4)

7. Nature of
     Indirect
     Beneficial
     Ownership

    (Instr. 4)

Code

Amount

A/D

Price

Common Stock $.01 Par Value

9/24/02

13,500

$1.10

3,280,678 (1)

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. Conver-
    sion or
    Exercise
    Price of
    Deri-
    vative
    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(DE) and
Expiration Date(ED)
(Month/Day/Year)

7. Title and Amount of
Underlying Securities
(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. Owner-
ship
Form of
Deriv-
ative
Securities:
Direct (D)
or
Indirect (I)

(Instr.4)

11. Nature of
      Indirect
      Beneficial
      Ownership
      (Instr.4)

Code

Title

Amount or Number of Shares

Explanation of Responses:

(1) The 3,280,678 shares listed in Table I are beneficially owned by investment funds for which Bay Harbour Management, L.C., which is controlled by the three other reporting persons, serves as investment adviser.
--------------------------------------------
Additional Reporting Persons                I.R.S. Identification No.
-----------------------------             -------------------------
Bay Harbour Management L.C.             59-2924229
885 Third Avenue, 34th Floor
New York, New York 10022

Steven A. Van Dyke
885 Third Avenue, 34th Floor
New York, New York 10022 N/A

John D. Stout
885 Third Avenue, 34th Floor
New York, New York 10022 N/A

Douglas P. Teitelbaum
885 Third Avenue, 34th Floor
New York, New York 10022 N/A

Signatures of Reporting Persons

BAY HARBOUR MANAGEMENT, L.C.

Dated: September 25, 2002            By: /s/ Steven A. Van Dyke
                                        Name: Steven A. Van Dyke
                                       Title: President

Dated: September 25, 2002 /s/ Steven A. Van Dyke
Steven A. Van Dyke

Dated: September 25, 2002 /s/ Douglas P. Teitelbaum
Douglas P. Teitelbaum

Dated: September 25, 2002 /s/ John D. Stout
John D. Stout

By:
/s/ Signatures above 09/25/2002
** Signature of Reporting Person Date

SEC 1474 (8-02)

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.
Potential persons who are to respond to the collection of information contained in this form are not
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