X0303 4 2010-11-23 0 0000913665 TERRESTAR CORP TSTRQ.PK 0001233563 HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. C/O INTERNATIONAL FUND SVS. (IRELAND) LT 78 SIR JOHN ROGERSON'S QUAY DUBLIN 2 L2 00000 IRELAND 0 0 1 0 0001371517 HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P. 450 PARK AVENUE, 30TH FLOOR NEW YORK NY 10022 0 0 1 1 Form filed by More than One Re 0001371518 HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS GP, LLC 450 PARK AVENUE, 30TH FLOOR NEW YORK NY 10022 0 1 1 0 Director, Chairman and CEO 0001456927 HARBINGER HOLDINGS, LLC 450 PARK AVENUE, 30TH FLOOR NEW YORK NY 10022 0 0 1 0 0001233569 FALCONE PHILIP 450 PARK AVENUE, 30TH FLOOR NEW YORK NY 10022 0 0 1 0 0001457298 HARBINGER CAPITAL PARTNERS LLC 450 PARK AVENUE, 30TH FLOOR NEW YORK NY 10022 0 0 1 0 Common Stock 2010-11-23 4 S 0 274251 0.1936 D 36774923 D Common Stock 2010-11-23 4 S 0 70749 0.1936 D 10257108 D 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. 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. These Shares are owned by Harbinger Capital Partners Special Situations Fund, L.P. (the "Special Fund"), which is a Reporting Person. 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. 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. HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD., By: HARBINGER CAPITAL PARTNERS LLC, By: HARBINGER HOLDINGS, LLC, Manager, By: /s/ Philip Falcone, Managing Member 2010-11-26 HARBINGER CAPITAL PARTNERS LLC, By: HARBINGER HOLDINGS, LLC, Manager, By: /s/ Philip Falcone, Managing Member 2010-11-26 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 2010-11-26 HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS GP, LLC, By: HARBINGER HOLDINGS, LLC, Managing Member, By: /s/ Philip Falcone, Managing Member 2010-11-26 HARBINGER HOLDINGS, LLC, By: /s/ Philip Falcone, Managing Member 2010-11-26 /s/ Philip Falcone 2010-11-26