X0303 4 2009-08-03 0 0000913665 TERRESTAR CORP TSTR 0001184607 RAYNER DAVID TERRESTAR CORPORATION 12010 SUNSET HILLS ROAD RESTON VA 20190 1 0 0 0 Non-Qualified Stock Option (Option to Buy) 1.31 2009-08-03 4 A 0 15000 0 A 2019-08-02 Common Stock 15000 15000 D This stock option was granted upon the re-election of the Reporting Person to the Issuer's board of directors on the date of the Issuer's 2009 Annual Meeting of Stockholders. The exercise price of this stock option is the closing price of the Issuer's common stock on August 3, 2009. The option is exercisable as it vests. The option vests in 3 equal annual installments from August 3, 2010, with 1/3 of the shares vesting and becoming exercisable on each of August 3, 2010, 2011 and 2012. Amounts reported do not include securities held by EchoStar Corporation ("EchoStar"). The Reporting Person is associated with EchoStar and disclaims beneficial ownership of all securities directly and indirectly held by EchoStar. These securities are held by the Reporting Person as a nominee on behalf of, and for the sole benefit of, EchoStar. The Reporting Person disclaims beneficial ownership of these securities and the filing of this Form 4 shall not be deemed an admission that the Reporting Person is the beneficial owner of, or has any interest in, any such securities not directly owned by the Reporting Person for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. /s/ Douglas Brandon (Attorney-in-Fact) 2009-08-05