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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
MOTIENT CORP [ MNCP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/27/2003 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 04/07/2004 | P | 545,455 | A | $5.5 | 3,342,469 | I(1) | By Highland Crusader Offshore Partners, L.P. | ||
Common Stock | 07/01/2004 | P | 425,000 | A | $8.57 | 3,767,469 | I(1) | By Highland Equity Focus Fund, L.P. | ||
Common Stock | 07/01/2004 | P | 50,000 | A | $8.57 | 3,817,469(2) | I(1) | By Highland Equity Fund, L.P. |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 (right to buy) | $1.06 | 01/27/2003 | J(3) | 625,000 | 01/27/2003 | 01/27/2008 | Common Stock | 625,000 | (5) | 625,000 | I(1) | By Highland Crusader Offshore Partners, L.P. | |||
Warrants (right to buy) | $4.88 | 03/16/2004 | J(4) | 200,000 | 03/16/2004 | 03/16/2009 | Common Stock | 200,000 | (5) | 200,000 | I(1) | By Highland Crusader Offshore Partners, L.P. |
Explanation of Responses: |
1. Indirect ownership consists of shares of Common Stock held be a filing group consisting of Highland Capital Management, L.P. ("Highland Capital"); Strand Advisors, Inc. ("Strand"), Highland Crusader Offshore Partners, L.P. ("Crusader"), Prospect Street High Income Portfolio, Inc. ("PHY"), Prospect Street Income Shares Inc. ("Prospect Shares"), Highland Legacy, Limited ("Legacy"), PAMCO Cayman, Limited ("PAMCO"), Highland Equity Focus Fund, L.P. ("Equity Focus"), Highland Equity Fund, L.P. ("Equity Fund"), and James D. Dondero. Highland is the general partner of Crusader, Equity Fund, and Equity Focus and the investment advisor for PHY, Prospect Shares, Legacy and PAMCO. Strand is the general partner of Highland Capital. Mr. Dondero is the President of Highland Capital and the President and a director of Strand. Highland Capital, Strand and Mr. Dondero expressly disclaim beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein. |
2. Includes (i) 1,627,545 shares held by Crusader, (ii) 1,155,224 shares held by PHY, (iii) 111,940 shares held by Prospect Shares, (iv) 223,880 shares held by Legacy, (v) 223,880 shares held by PAMCO, (vi) 50,000 shares held by Equity Fund and (vii) 425,000 shares held by Equity Focus. |
3. On January 27, 2003, a wholly-owned subsidiary of the Issuer closed a $12.5 million term credit agreement (the "Credit Agreement") with a group of lenders. In connection with the execution of the Credit Agreement, Crusader acquired warrants to purchase 625,000 shares of Common Stock. |
4. On March 16, 2004, the Issuer entered into an amendment to the Credit Agreement with the lenders thereto. In connection with the amendment to the Credit Agreement, Crusader acquired warrants to purchase 200,000 shares of Common Stock. |
5. N/A |
James D. Dondero | 07/12/2004 | |
** 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. |