Edgar Filing: PanAmSat Holding CORP

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Providence Equity Partners IV, L.L.C.

2. Issuer Name and Ticker or Trading Symbol
PanAmSat Holding CORP [PA]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O PROVIDENCE EQUITY PARTNERS IV, LLC, 901 FLEET CENTER, 50 KENNEDY PLAZA

3. Date of Earliest Transaction (Month/Day/Year)
07/03/2006

(Street)

PROVIDENCE, RI 02903

4. If Amendment, Date 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

(City)

(State)

(Zip)

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	07/03/2006		J⁽¹⁾		19,695,048	D	$ 25.0093	0	I	See note ⁽²⁾

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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock options

$ 4.21

07/03/2006

J⁽¹⁾

131,696

⁽³⁾

09/15/2014

Common Stock, par value $0.01 per share

131,696

$ 25.0093

See note ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Providence Equity Partners IV, L.L.C. C/O PROVIDENCE EQUITY PARTNERS IV, LLC 901 FLEET CENTER, 50 KENNEDY PLAZA PROVIDENCE, RI 02903		X
PEP PAS, L.L.C. C/O PROVIDENCE EQUITY PARTNERS IV, LLC 901 FLEET CENTER, 50 KENNEDY PLAZA PROVIDENCE, RI 02903		X
PEOP PAS, L.L.C. C/O PROVIDENCE EQUITY PARTNERS IV, LLC 901 FLEET CENTER, 50 KENNEDY PLAZA PROVIDENCE, RI 02903		X
PROVIDENCE EQUITY OPERATING PARTNERS IV LP C/O PROVIDENCE EQUITY PARTNERS IV, LLC 901 FLEET CENTER, 50 KENNEDY PLAZA PROVIDENCE, RI 02903		X
PROVIDENCE EQUITY PARTNERS IV LP C/O PROVIDENCE EQUITY PARTNERS IV, LLC 901 FLEET CENTER, 50 KENNEDY PLAZA PROVIDENCE, RI 02903		X
Providence Equity GP IV L.P. C/O PROVIDENCE EQUITY PARTNERS IV, LLC 901 FLEET CENTER, 50 KENNEDY PLAZA PROVIDENCE, RI 02903		X
NELSON JONATHAN M C/O PROVIDENCE EQUITY PARTNERS IV, LLC 901 FLEET CENTER, 50 KENNEDY PLAZA PROVIDENCE, RI 02903		X
CREAMER GLENN M C/O PROVIDENCE EQUITY PARTNERS IV, LLC 901 FLEET CENTER, 50 KENNEDY PLAZA PROVIDENCE, RI 02903		X

Signatures

/s/ Paul J. Salem, by power of attorney for each Reporting Person (see Exhibit 99.1)		07/05/2006
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Pursuant to the merger (the "Merger") of a wholly-owned subsidiary of Intelsat (Bermuda), Ltd. ("Intelsat") with and into PanAmSat Holding Corporation ("PanAmSat"), each outstanding share of common stock of PanAmSat (the "Common Stock") was converted into the right to receive $25.00, plus approximately $0.00927 as the pro rata quarterly dividend, per share in cash without interest. As a result of the Merger, PanAmSat became a wholly-owned subsidiary of Intelsat, and the Common Stock was delisted from the New York Stock Exchange.
(2)	The shares of Common Stock reported on this statement were owned of record by PEP PAS, L.L.C. and PEOP PAS, L.L.C., which are Reporting Persons, and Providence Equity Partners IV Inc., which is controlled by the Reporting Persons. Information about these holdings as well as about the Reporting Persons is set forth in the joint filer information attached as Exhibit 99.1.
(3)	The stock options reported on this statement were owned directly by Providence Equity Partners IV Inc. Information about this holding is set forth in the joint filer information attached as Exhibit 99.1.

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