PANAMSAT CORP /NEW/
4, 1997-06-10
COMMUNICATIONS SERVICES, NEC
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                                     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.
                                                -------------------------------
                                                 (LAST)     (FIRST)    (MIDDLE)

                                    c/o PanAmSat Corporation One Pickwick Plaza
                                    -------------------------------------------
                                                     (STREET)

                                          Greenwich    Connecticut     06830
                                          -------------------------------------
                                            (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


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