UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 3
INITIAL STATEMENT OF 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(f) of the Investment Company Act of 1940
(Print or Type Responses)
1. Name and Address of Reporting Person:
Frownfelter James B.
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(Last) (First) (Middle)
c/o PanAmSat Corporation
20 Westport Road
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(Street)
Wilton, Connecticut 06897
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(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
November 12, 2001
3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary):
4. Issuer Name and Ticker or Trading Symbol:
PanAmSat Corporation (SPOT)
5. Relationship of Reporting Person(s) to Issuer:
___ Director
_X_ Officer (give title below)
___ 10% Owner
___ Other (specify below)
6. If Amendment, Date of Original (Month/Day/Year)
7. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)
Common Stock, par value $0.01 per share ("Common Stock")
2. Amount of Securities Beneficially Owned (Instr. 4)
532
3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)
I
4. Nature of Indirect Beneficial Ownership (Instr. 5)
By PanAmSat Corporation Retirement Savings Plan (401k)
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
5(b)(v).
Table II - Derivative Securities Beneficially Owned (e.g., puts,
calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)
Employee Stock Options (right to buy)
Employee Stock Options (right to buy)
Employee Stock Options (right to buy)
Employee Stock Options (right to buy)
Employee Stock Options (right to buy)
2. Date Exercisable and Expiration Date (Month/Day/Year)
Date Exercisable Expiration Date
(1) 07/01/2008
(2) 04/09/2009
(3) 09/29/2010
(4) 01/23/2011
(5) 10/25/2011
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)
Title Amount or Number of Shares
Common Stock 10,000
Common Stock 30,000
Common Stock 20,000
Common Stock 30,000
Common Stock 30,000
4. Conversion or Exercise Price of Derivative Security
$56.500
$31.125
$31.938
$38.188
$23.030
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
D
D
D
D
D
6. Nature of Indirect Beneficial Ownership (Instr. 5)
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(1) The Options became exercisable in equal installments over three years
on July, 1, 1999.
(2) The Options became exercisable in equal installments over four years
on April 9, 2000.
(3) The Options became exercisable in equal installments over four years
on September 29, 2001.
(4) The Options will become exercisable in equal installments over four years
commencing January 23, 2002.
(5) The Options will become exercisable in equal installments over four years
commencing October 25, 2002.
/s/ James B. Frownfelter November 20, 2001
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James B. Frownfelter Date
**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 required to respond unless the form displays a currently
valid OMB Number.