SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. (Last) (First) (Middle) C/O INTERNATIONAL FUND SERVICES LIMITED THIRD FL, BISHOP'S SQUARE REDMOND'S HILL (Street) DUBLIN L2 00000 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol SKYTERRA COMMUNICATIONS INC [ SKYT ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 04/09/2008
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/09/2008		P		7,151,336(6)	A	$10	11,806,968(1)	D
Common Stock	04/09/2008		P		0	A	$0	11,806,968(2)	I	By Harbinger Capital Partners Master Fund I, Ltd.
Non-Voting Common Stock	04/09/2008		P		1,028,362	A	$10	1,028,362(1)	D
Non-Voting Common Stock	04/09/2008		P		0	A	$0	1,028,362(2)	I	By Harbinger Capital Partners Master Fund I, Ltd.
Common Stock								1,016,956(3)	I	By Harbinger Capital Partners Fund I, L.P.
Non-Voting Common Stock								14,407,343(3)	I	By Harbinger Capital Partners Fund I, L.P.
Common Stock	04/09/2008		P		2,630,371(6)	A	$10	4,274,641(4)	D
Common Stock	04/09/2008		P		0	A	$0	4,274,641(5)	I	By Harbinger Capital Partners Special Situations Fund, L.P.
Non-Voting Common Stock	04/09/2008		P		5,145,235	A	$10	5,145,235(4)	D
Non-Voting Common Stock	04/09/2008		P		0	A	$0	5,145,235(5)	I	By Harbinger Capital Partners Special Situations Fund, L.P.

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants	$10							01/07/2008	01/06/2018	Common Stock	0		6,096,026(1)	D
Warrants	$10							01/07/2008	01/06/2018	Common Stock	0		6,096,026(2)	I	By Harbinger Capital Partners Master Fund I, Ltd.
Series 1-A Warrants	$4.2(7)	04/09/2008		P		175,975		06/04/1999	06/04/2009	Common Stock	489,534	$100,000(8)	175,975(1)	D
Series 1-A Warrants	$4.2(7)	04/09/2008		P		0		06/04/1999	06/04/2009	Common Stock	0	$0	175,975(2)	I	By Harbinger Capital Partners Master Fund I, Ltd.
Series 2-A Warrants	$7	04/09/2008		P		7,357,525		06/04/1999	06/04/2009	Common Stock	1,920,137	$100,000(8)	7,357,525(1)	D
Series 2-A Warrants	$7	04/09/2008		P		0		06/04/1999	06/04/2009	Common Stock	0	$0	7,357,525(2)	I	By Harbinger Capital Partners Master Fund I, Ltd.
Warrants	$10							01/07/2008	01/06/2018	Common Stock	0		3,048,012(4)	D
Warrants	$10							01/07/2008	01/06/2018	Common Stock	0		3,048,012(5)	I	By Harbinger Capital Partners Special Situations Fund, L.P.
Series 1-A Warrants	$4.2(7)	04/09/2008		P		58,658		06/04/1999	06/04/2009	Common Stock	163,177	$100,000(8)	58,658(4)	D
Series 1-A Warrants	$4.2(7)	04/09/2008		P		0		06/04/1999	06/04/2009	Common Stock	0	$0	58,658(5)	I	By Harbinger Capital Partners Special Situations Fund, L.P.
Series 2-A Warrants	$7	04/09/2008		P		2,452,508		06/04/1999	06/04/2009	Common Stock	640,045	$100,000(8)	2,452,508(4)	D
Series 2-A Warrants	$7	04/09/2008		P		0		06/04/1999	06/04/2009	Common Stock	0	$0	2,452,508(5)	I	By Harbinger Capital Partners Special Situations Fund, L.P.

1. Name and Address of Reporting Person* HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. (Last) (First) (Middle) C/O INTERNATIONAL FUND SERVICES LIMITED THIRD FL, BISHOP'S SQUARE REDMOND'S HILL (Street) DUBLIN L2 00000 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* HARBINGER CAPITAL PARTNERS OFFSHORE MANAGER, L.L.C. (Last) (First) (Middle) ONE RIVERCHASE PARKWAY SOUTH (Street) BIRMINGHAM AL 35244 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* HMC INVESTORS, L.L.C. (Last) (First) (Middle) ONE RIVERCHASE PARKWAY SOUTH (Street) BIRMINGHAM AL 35244 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P. (Last) (First) (Middle) 555 MADISON AVENUE 16TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS GP, LLC (Last) (First) (Middle) 555 MADISON AVENUE 16TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* HMC - NEW YORK, INC. (Last) (First) (Middle) 555 MADISON AVENUE 16TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* HARBERT MANAGEMENT CORP (Last) (First) (Middle) ONE RIVERCHASE PARKWAY SOUTH (Street) BIRMINGHAM AL 35244 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* FALCONE PHILIP (Last) (First) (Middle) 555 MADISON AVE 16TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* HARBERT RAYMOND J (Last) (First) (Middle) ONE RIVERCHASE PARKWAY SOUTH (Street) BIRMINGHAM AL 35244 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* LUCE MICHAEL D (Last) (First) (Middle) ONE RIVERCHASE PARKWAY SOUTH (Street) BIRMINGHAM AL 35244 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. These securities are owned by Harbinger Capital Partners Master Fund I, Ltd. (the "Master Fund"), which is a Reporting Person.

2. These securities may be deemed to be beneficially owned by Harbinger Capital Partners Offshore Manager, L.L.C. ("Harbinger Management"), the investment manager of the Master Fund, HMC Investors, L.L.C., its managing member ("HMC Investors"), Harbert Management Corporation ("HMC"), Philip Falcone, a shareholder of HMC and the portfolio manager of the Master Fund, Raymond J. Harbert, a shareholder of HMC, and Michael D. Luce, a shareholder of HMC. Each such 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, as amended, or for any other purpose.

3. These securities are owned by Harbinger Capital Partners Fund I, L.P. (the "Onshore Fund"). These securities may be deemed to be beneficially owned by Harbinger Capital Partners GP, LLC ("Harbinger Capital GP"), the general partner of the Onshore Fund, HMC-New York, Inc. ("HMCNY"), the managing member of Harbinger Capital GP, HMC, Philip Falcone, a shareholder of HMC and the portfolio manager of the Onshore Fund, Raymond J. Harbert, a shareholder of HMC, and Michael D. Luce, a shareholder of HMC. Each such 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, as amended, or for any other purpose.

4. These securities are owned by Harbinger Capital Partners Special Situations Fund, L.P. (the "Special Situations Fund"), which is a Reporting Person.

5. These securities may be deemed to be beneficially owned by HMC, Philip Falcone, Raymond J. Harbert and Michael Luce. HMC wholly owns the managing member of the Special Situations Fund's general partner. Philip Falcone is the portfolio manager of the Special Situations Fund and is a shareholder of HMC. Raymond J. Harbert and Michael D. Luce are shareholders of HMC. Each such 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, as amended, or for any other purpose.

6. This amount does not include 442,825 shares held by the Master Fund and the Special Situations Fund that were placed in escrow and may only be transferred, delivered or registered in accordance with the Escrow Agreement and Securities Purchase Agreement (as defined and described in the Schedule 13D/A filed by the Reporting Persons on April 9, 2008).

7. The exercise price of the Series 1-A Warrants reported above may vary and is subject to adjustment upon the occurrence of certain events as set forth in the warrant.

8. The Series 1-A Warrants and Series 2-A Warrants were purchased by the Master Fund and the Special Situations Fund pursuant to the Securities Purchase Agreement for an aggregate price of $100,000.

	Harbinger Capital Partners Master Fund I, Ltd., By: Harbinger Capital Partners Offshore Manager, L.L.C., By: HMC Investors, L.L.C., Managing Member, By: /s/ William R. Lucas, Jr.	04/11/2008
	Harbinger Capital Partners Offshore Manager, L.L.C., By: HMC Investors, L.L.C., Managing Member, By: /s/ William R. Lucas, Jr.	04/11/2008
	HMC Investors, L.L.C., By: /s/ William R. Lucas, Jr.	04/11/2008
	Harbinger Capital Partners Special Situations Fund, L.P., By: Harbinger Capital Partners Special Situations GP, LLC, By: HMC-New York, Inc., Managing Member, By: /s/ William R. Lucas, Jr.	04/11/2008
	Harbinger Capital Partners Special Situations GP, LLC, By: HMC-New York, Inc., Managing Member, By: /s/ William R. Lucas, Jr.	04/11/2008
	HMC-New York, Inc., By: /s/ William R. Lucas, Jr.	04/11/2008
	Harbert Management Corporation, By: /s/ William R. Lucas, Jr.	04/11/2008
	/s/ Philip Falcone	04/11/2008
	/s/ Raymond J. Harbert	04/11/2008
	/s/ Michael D. Luce	04/11/2008
	** Signature of Reporting Person	Date
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 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).
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