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 |
|
|||||||||||||||
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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
New Skies Satellites Holdings Ltd. [ NSE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 05/10/2005 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
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, par value $0.01 per share | 05/10/2005 | M | 56,372 | A | $7.69 | 268,894(1) | D | |||
Common Stock, par value $0.01 per share | 05/10/2005 | F | 35,153 | D | $18.83 | 268,894(1) | D | |||
Common Stock, par value $0.01 per share | 05/10/2005 | M | 23,404 | A | $7.69 | 268,894(1) | D | |||
Common Stock, par value $0.01 per share | 05/10/2005 | F | 14,595 | D | $18.83 | 268,894(1) | D |
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 | ||||||||
Option to purchase shares of common stock | $3.37 | 05/10/2005 | A | 286,632 | (3) | 05/10/2015(2) | Common Stock | 286,632 | (3) | 286,632 | D | ||||
Option to purchase shares of common stock | $3.37 | 05/10/2005 | A | 168,734 | (4) | 05/10/2015(2) | Common Stock | 168,734 | (4) | 168,734 | D | ||||
Option to purchase shares of common stock | $3.37 | 05/10/2005 | A | 168,734 | (4) | 05/10/2015(2) | Common Stock | 168,734 | (4) | 168,734 | D | ||||
Option to purchase shares of common stock | $7.69 | 05/10/2005 | A | 56,372 | 05/10/2005 | 05/10/2015(2) | Common Stock | 56,372 | (5) | 56,372 | D | ||||
Option to purchase shares of common stock | $7.69 | 05/10/2005 | A | 23,404 | 05/10/2005 | 05/10/2015(2) | Common Stock | 23,404 | (5) | 23,404 | D | ||||
Option to purchase shares of common stock | $7.69 | 05/10/2005 | M | 56,372 | 05/10/2005 | 05/10/2015(2) | Common Stock | 56,372 | (5) | 56,372 | D | ||||
Option to purchase shares of common stock | $7.69 | 05/10/2005 | M | 23,404 | 05/10/2005 | 05/10/2015(2) | Common Stock | 23,404 | (5) | 23,404 | D |
Explanation of Responses: |
1. Mr. Goldberg has investment control with respect to that number of shares of common stock of the Issuer owned by New Skies (Cayman) Ltd., of which Mr. Goldberg is a shareholder, proportionate to Mr. Goldberg's interest therein. The shares of common stock reported as beneficially owned assumes the issuance of a dividend of 17,255,074 shares of common stock by the Issuer to existing shareholders on a pro rata basis prior to the consummation of the Issuer's initial public offering. |
2. The options have a ten year term subject to the optionee's continued employment. |
3. Subject to the optionee's continued employment, the options will vest ratably over four years. |
4. Subject to the optionee's continued employment, the options will vest on the seventh anniversary of the date of grant if the imputed annual compounded internal rate of return to the investment funds affiliated with The Blackstone Group is at least 20% on this date. Some of the options may vest ratably over four years. |
5. Options were granted, vested and exercised on May 10, 2005. See Table I. |
/s/ Thai Rubin by power of attorney | 05/11/2005 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |