FORM 4
U.S. 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, Section 17(a) of the
Public Utility Holding Company Act of 1935
or Section 30(f) 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).
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1. Name and Address of Reporting Person*: Landman Frederick A.
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(LAST) (FIRST) (MIDDLE)
c/o PanAmSat Corporation One Pickwick Plaza
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(STREET)
Greenwich Connecticut 06830
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(CITY) (STATE) (ZIP)
2. Issuer Name and Ticker or Trading Symbol:
PanAmSat Corporation-SPOT D
3. IRS or Social Security Number of Reporting Person (Voluntary):
4. Statement for Month/Year:
May 1997
5. If Amendment, Date of Original:
(Month/Year)
May/1997
6. Relationship of Reporting Person(s) to Issuer: (Check all applicable)
__X__ Director
__X__ Officer (give title below)
_____ 10% Owner
_____ Other (specify below)
President and Chief Executive Officer
7. 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)
Common Stock, par value $.01 per share ("Common Stock")
2. Transaction Date:
(Month/Day/Year)
3. Transaction Code:
(Instr. 8)
Code V
4. Securities Acquired (A) or Disposed of (D):
(Instr. 3, 4 and 5)
Amount (A) or (D) Price
5. Amount of Securities Beneficially Owned at End of Month:
(Instr. 3 and 4)
2,476,529(1)
6. Ownership Form: Direct (D) or Indirect (I):
(Instr. 4)
D
7. Nature of Indirect Beneficial Ownership:
(Instr. 4)
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).
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)
Employee Stock Options (right to buy)
2. Conversion or Exercise Price of Derivative Security:
$29.00
3. Transaction Date :
(Month/Day/Year)
5/16/97
4. Transaction Code:
(Instr. 8)
Code V
A
5. Number of Derivative Securities Acquired (A) or Disposed of (D):
(Instr. 3, 4 and 5)
(A) (D)
93,750
6. Date Exercisable and Expiration Date:
(Month/Day/Year)
Date Exercisable Expiration Date
(2) 5/16/07
7. Title and Amount of Underlying Securities:
(Instr. 3 and 4)
Title Amount or Number of Shares
Common Stock 93,750
8. Price of Derivative Security:
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned at End of Month:
(Instr. 4)
93,750
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I):
(Instr. 4)
D
11. Nature of Indirect Beneficial Ownership:
(Instr. 4)
Explanation of Responses:
(1) The shares of Common Stock shown to be owned by Mr. Landman exclude
12,829,296 shares held for the benefit of the Article VII Trust Created
Under the Rene Anselmo Revocable Trust dated June 10, 1994 (the
"Article VII Trust"), and with respect to which Mr. Landman disclaims
beneficial ownership. Mr. Landman, Mary Anselmo, Reverge Anselmo and
Lourdes Saralegui are the Joint Trustees under the Article VII Trust,
which Trust succeeded to all of the shares owned by Rene Anselmo, the
former Chairman of the Board and Chief Executive Officer of PanAmSat
International Systems, Inc., upon his death.
(2) The options will become exercisable in equal installments over
three years commencing May 16, 1998.
*Frederick A. Landman
** Intentional misstatements or /s/ James W. Cuminale
omissions of facts constitute -----------------------
Federal Criminal Violations. ** Signature of Reporting Person
See 18 U.S.C. 1001 and * By: James W. Cuminale
15 U.S.C. 78ff(a). Authorized Signatory
Date: June 9, 1997
Note: File three copies of this Form, one of which must be manually signed.
If space is insufficient, see Instruction 6 for procedure.
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