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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 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. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Options | $ 3.43 | 07/03/2006 | J(1) | 86,306 | (2) | 08/19/2014 | Common Stock, par value $0.01 per share | 86,306 | $ 25 | 0 | D | ||||
Stock Options | $ 4.04 | 07/03/2006 | J(1) | 43,153 | (2) | 08/19/2014 | Common Stock, par value $0.01 per share | 43,153 | $ 25 | 0 | D | ||||
Stock Options | $ 4.21 | 07/03/2006 | J(1) | 302,050 | (2) | 08/19/2014 | Common Stock, par value $0.01 per share | 302,050 | $ 25 | 0 | D | ||||
Stock Options | $ 4.21 | 07/03/2006 | J(1) | 201,366 | (2) | 08/19/2014 | Common Stock, par value $0.01 per share | 201,366 | (3) | 0 | D | ||||
Stock Options | $ 4.21 | 07/03/2006 | J(1) | 213,350 | (2) | 10/07/2014 | Common Stock, par value $0.01 per share | 213,350 | $ 25 | 0 | D | ||||
Stock Options | $ 4.21 | 07/03/2006 | J(1) | 142,234 | (2) | 10/07/2014 | Common Stock, par value $0.01 per share | 142,234 | $ 25 | 0 | D | ||||
Deferred Stock Units | (4) | 07/03/2006 | J(1) | 176,824 | (4) | (4) | Common Stock, par value $0.01 per share | 176,824 | $ 25.0093 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
FROWNFELTER JAMES B C/O PANAMSAT HOLDING CORPORATION 20 WESTPORT ROAD WILTON, CT 06820 |
President and COO |
James W. Cuminale, Attorney-in-Fact | 07/06/2006 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Pursuant to the merger (the "Merger") of a wholly-owned subsidiary of Intelsat (Bermuda), Ltd. ("Intelsat") with and into PanAmSat Holding Corporation ("PanAmSat"), each outstanding share of common stock of PanAmSat (the "Common Stock") was converted into the right to receive $25.00, plus approximately $0.00927 as the pro rata quarterly dividend, per share in cash without interest and each outstanding option to purchase shares of Common Stock was converted into the right to receive $25.00, less the exercise price, in cash without interest. As a result of the Merger, PanAmSat became a wholly-owned subsidiary of Intelsat, and the Common Stock was delisted from the New York Stock Exchange. |
(2) | Prior to the Merger, Mr. Frownfelter directly held a total of 988,459 options to purchase shares of Common Stock, of which . Of those, 43,153 were exercisable at an exercise price of $4.04 per share and would have expired on August 19, 2014 and 86,306 were exercisable at an exercise price of $3.43 per share and expiring on August 19, 2014. All of the remaining 859,000 options had an exercise price of $4.21 per share. Of those, 503,416 would have expired on August 19, 2014 and 355,584 would have expired on October 7, 2014. |
(3) | Pursuant to the Merger, of these 201,366 options to purchase shares of Common Stock, Mr. Frownfelter received $25 per option, less the exercise price, for each of 129,216 such options and equity of Intelsat, Ltd. for 72,150 such options. |
(4) | The Deferred Stock Units listed herein were issued to Mr. Frownfelter under the terms of his deferred compensation arrangement. In connection with the Merger, the Board of Directors of the Issuer settled in cash all of the Deferred Stock Units held by Mr. Frownfelter in an amount equal to $25.00, plus approximately $0.00927 as the pro rata quarterly dividend, per Deferred Stock Unit in cash. |