SEC FORM 4

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

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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^*

BCE INC

(Last)

(First)

(Middle)

1000 DE LA GAUCHETIERE OUEST

BUREAU 4100 MONTREAL

(Street)

QUEBEC, CANADA

H3B 4Y7

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MOTIENT CORP [ MNCP ]

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)
03/07/2007

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. 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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/07/2007⁽¹⁾		X		9,031,213	A	⁽¹⁾	9,031,213	D
Common Stock	03/07/2007⁽¹⁾		S		4,500,000	D	$8.15	4,531,213	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option to acquire⁽¹⁾	⁽¹⁾	03/07/2007⁽²⁾		X			9,031,213	10/05/2006	01/15/2007⁽²⁾	Common Stock	9,031,213	$0	0	D

Explanation of Responses:

1. TMI Communications Delaware, Limited Partnership ("TMI Delaware") had a contractual right to exchange 5,073,715 shares of common stock of TerreStar Networks, Inc and 1,887,133.89202 shares of common stock of TerreStar Global Ltd. (formerly known as TerreStar Networks Bermuda Ltd.) (collectively, the "TerreStar Shares") for 9,031,213 shares (the "Initial Motient Shares") of common stock of Motient Corporation ("Motient"). On January 5, 2007 those rights to exchange were transferred to BCE Inc. ("BCE"), then the parent of TMI Delaware. On January 15, 2007, BCE gave notice that it would be acquiring the Initial Motient Shares pursuant to those rights to exchange. On March 7, 2008 the parties definitively scheduled a closing for that exchange and BCE agreed to sell 4,500,000 of the Initial Motient Shares. On March 8, 2007, BCE exchanged the TerreStar Shares for the Initial Motient Shares and sold 4,500,000 of those shares.

2. The option to acquire was exercised on January 15, 2007 but the parties did not schedule a closing date until March 7, 2007.

Remarks:

The original Form 3 filed for the shares covered by this Form 4 was filed jointly by BCE Inc. ("BCE"), TMI Communications Inc., 3924505 Canada Inc., TMI Communications and Company, Limited Partnership and TMI Communications Delaware, Limited Partnership ("TMI Delaware"). On January 5, 2007, the rights of TMI Delaware under the option to acquire shares covered by that original Form 3 were transferred directly to BCE in a transaction exempt from liability under Section 16(b) of the Securities Exchange Act of 1934 and as a result only BCE continued to have beneficial ownership of those shares. Accordingly, the persons other than BCE Inc. who had jointly filed the original Form 3 are no longer filing parties under this Form 4.

	/s/ L. Scott Thomson	03/08/2007
	** 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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