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*
COLUMBIA CAPITAL III LLC

(Last) (First) (Middle)
201 NORTH UNION STREET, SUITE 300

(Street)
ALEXANDRIA VA 22314

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SKYTERRA COMMUNICATIONS INC [ SKYT.OB ]
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)
03/29/2010
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, par value $0.01 per share 03/29/2010 D 5,552,665(1) D $5 0 I See Footnote(2)(3)
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
1. Name and Address of Reporting Person*
COLUMBIA CAPITAL III LLC

(Last) (First) (Middle)
201 NORTH UNION STREET, SUITE 300

(Street)
ALEXANDRIA VA 22314

(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*
COLUMBIA CAPITAL EQUITY PARTNERS III QP LP

(Last) (First) (Middle)
201 NORTH UNION STREET, SUITE 300

(Street)
ALEXANDRIA VA 22314

(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*
COLUMBIA CAPITAL EQUITY PARTNERS III CAYMAN LP

(Last) (First) (Middle)
201 NORTH UNION STREET, SUITE 300

(Street)
ALEXANDRIA VA 22314

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
(1) (2)
1. Name and Address of Reporting Person*
COLUMBIA CAPITAL EQUITY PARTNERS III AI LP

(Last) (First) (Middle)
201 NORTH UNION STREET, SUITE 300

(Street)
ALEXANDRIA VA 22314

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
(1) (2)
1. Name and Address of Reporting Person*
Columbia Capital Investors III, L.L.C.

(Last) (First) (Middle)
201 NORTH UNION STREET, SUITE 300

(Street)
ALEXANDRIA VA 22314

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
(1) (2)
1. Name and Address of Reporting Person*
Columbia Capital Employee Investors III, L.L.C.

(Last) (First) (Middle)
201 NORTH UNION STREET, SUITE 300

(Street)
ALEXANDRIA VA 22314

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
(1) (2)
1. Name and Address of Reporting Person*
COLUMBIA CAPITAL EQUITY PARTNERS III LP

(Last) (First) (Middle)
201 NORTH UNION STREET, SUITE 300

(Street)
ALEXANDRIA VA 22314

(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. Disposed of pursuant to merger agreement by and among SkyTerra Communications, Inc., Harbinger Capital Partners Master Fund I, Ltd., Harbinger Capital Partners Special Situations Fund, L.P. and Sol Private Corp. in exchange for a cash payment of $5.00 per share on the effective date of the merger.
2. These shares are directly held by the following entities: Columbia Capital Equity Partners III (QP), L.P., a Delaware limited partnership ("CCIII (QP)"); Columbia Capital Equity Partners III (Cayman), L.P., a Cayman Islands exempted limited partnership ("Cayman III"); Columbia Capital Equity Partners III (AI), L.P., a Delaware limited partnership ("CCIII (AI)"); Columbia Capital Investors III, LLC, a Delaware limited liability company ("Investors III"); and Columbia Capital Employee Investors III, LLC, a Delaware limited liability company ("Employee Investors").
3. The general partner of CCIII (QP) and CCIII (AI) is Columbia Capital Equity Partners III, L.P., a Delaware limited partnership ("CCIII L.P."). The general partner of Cayman III is Columbia Capital Equity Partners (Cayman) III, Ltd. CCIII LP is the sole stockholder of Columbia Capital Equity Partners (Cayman) III, Ltd. CCIII LP is also the managing member of Investors III and Employee Investors. The general partner of CCIII LP is Columbia Capital III, LLC, a Delaware limited liability company ("Capital LLC"). CCIII LP and Capital LLC are indirect beneficial owners of the reported securities.
Remarks:
/s/ Donald A. Doering, as CFO of Columbia Capital III, LLC 03/29/2010
** 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.