X0303 4/A 2010-10-22 2010-10-29 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 0001457298 HARBINGER CAPITAL PARTNERS LLC 450 PARK AVENUE, 30TH FLOOR NEW YORK NY 10022 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 0001466479 Credit Distressed Blue Line Master Fund, Ltd. C/O INTERNATIONAL FUND SVS. (IRELAND) LT 78 SIR JOHN ROGERSON'S QUAY DUBLIN 2 L2 00000 IRELAND 0 0 1 0 0001466496 HARBINGER CAPITAL PARTNERS II LP 450 PARK AVENUE, 30TH FLOOR NEW YORK NY 10022 0 0 1 0 0001466495 HARBINGER CAPITAL PARTNERS II GP LLC 450 PARK AVENUE, 30TH FLOOR NEW YORK NY 10022 0 0 1 0 Common Stock 2010-10-22 4 S 0 452000 0.1777 D 63551969 D Common Stock 2010-10-25 4 S 0 1037617 0.1591 D 62514352 D Common Stock 2010-10-25 4 S 0 387383 0.1591 D 20375105 D Common Stock 2010-10-26 4 S 0 288835 0.1413 D 62225517 D Common Stock 2010-10-26 4 S 0 107833 0.1413 D 20267272 D Common Stock 2010-10-27 4 S 0 607279 0.125 D 61618238 D Common Stock 2010-10-27 4 S 0 226721 0.125 D 20040551 D Common Stock 2010-10-28 4 S 0 801824 0.1119 D 60816414 D Common Stock 2010-10-28 4 S 0 299352 0.1119 D 19741199 D Common Stock 2010-10-29 4 S 0 5175705 0.1021 D 55640709 D Common Stock 2010-10-29 4 S 0 1932295 0.1021 D 17808904 D Common Stock 2010-11-01 4 S 0 1092228 0.1546 D 54548481 D Common Stock 2010-11-01 4 S 0 407772 0.1546 D 17401132 D Common Stock 2010-11-03 4 S 0 582522 0.1172 D 53965959 D Common Stock 2010-11-03 4 S 0 217478 0.1172 D 17183654 D Common Stock 2010-11-04 4 S 0 6819143 0.1095 D 47146816 D Common Stock 2010-11-04 4 S 0 2545857 0.1095 D 14637797 D Common Stock 2010-11-05 4 S 0 2912608 0.1285 D 44234208 D Common Stock 2010-11-05 4 S 0 1087392 0.1285 D 13550405 D 6.5% Senior Exchangeable PIK Notes 5.5741 2010-10-27 4 P 0 9402380 43.5 A 2010-10-27 2014-06-15 Common Stock 1686798 9402380 D 6.5% Senior Exchangeable PIK Notes 5.5741 2010-10-27 4 P 0 11843804 45.5 A 2010-10-27 2014-06-15 Common Stock 2124792 21246184 D 6.5% Senior Exchangeable PIK Notes 5.5741 2010-10-29 4 P 0 4386130 55.125 A 2010-10-29 2014-06-15 Common Stock 786876 25632314 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. These securities are owned by Credit Distressed Blue Line Master Fund, Ltd. (the "Blue Line Fund"), which is a Reporting Person. 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. 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. ***This Form 4 Amendment amends and restates in their entirety the Forms 4 filed on October 29, 2010, November 1, 2010, November 3, 2010, and November 5, 2010, and the Forms 4/A filed on November 2, 2010 and November 3, 2010, in order to reflect in the beneficial ownership figures, for the period October 22, 2010 through November 4, 2010, certain positions which the Reporting Persons have determined they are entitled to obtain based on conversion of Series E Junior Participating Preferred Notes and Series B Preferred Stock. This Form 4 Amendment also reflects changes in beneficial ownership due to sales of the Shares on November 5, 2010. HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD., By: HARBINGER CAPITAL PARTNERS LLC, By: HARBINGER HOLDINGS, LLC, Manager, By: /s/ Philip Falcone, Managing Member 2010-11-12 HARBINGER CAPITAL PARTNERS LLC, By: HARBINGER HOLDINGS, LLC, Manager, By: /s/ Philip Falcone, Managing Member 2010-11-12 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 2010-11-12 HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS GP, LLC, By: HARBINGER HOLDINGS, LLC, Managing Member, By: /s/ Philip Falcone, Managing Member 2010-11-12 HARBINGER HOLDINGS, LLC, By: /s/ Philip Falcone, Managing Member 2010-11-12 CREDIT DISTRESSED BLUE LINE MASTER FUND, LTD., By: HARBINGER CAPITAL PARTNERS II LP, By: HARBINGER CAPITAL PARTNERS II GP LLC, General Partner, By: Philip Falcone, Managing Member 2010-11-12 HARBINGER CAPITAL PARTNERS II LP, By: HARBINGER CAPITAL PARTNERS II GP LLC, General Partner, By: Philip Falcone, Managing Member 2010-11-12 HARBINGER CAPITAL PARTNERS II GP LLC, By: /s/ Philip Falcone, Managing Member 2010-11-12 /s/ Philip Falcone 2010-11-12