PANAMSAT CORP
4, 1997-05-06
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).

                                 
1.   Name and Address of Reporting Person*:   Anselmo     Reverge
                                              ---------------------------------
                                              (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

3.   IRS or Social Security Number of Reporting Person  (Voluntary):

4.   Statement for Month/Year:
         4/1997

5.   If Amendment, Date of Original:
      (Month/Year)

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

____  Director

____  Officer (give title below)

__X__  10% Owner

_____  Other (specify below)

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 $0.01 per share ("Common Stock")

2.   Transaction Date:
      (Month/Day/Year)
         4/7/97

3.   Transaction Code:
      (Instr. 8)
      Code                 V
      C(1)

4.   Securities Acquired (A) or Disposed of (D):
      (Instr. 3, 4 and 5)

      Amount       (A) or (D)          Price
     322,229          A(1)              (1)


5.   Amount of Securities Beneficially Owned at End of Month:
      (Instr. 3 and 4)
         322,229

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)
         Class A Common Stock, par value $0.01 per share

2.   Conversion or Exercise Price of Derivative Security:
         (2)

3.   Transaction Date:
      (Month/Day/Year)
         4/7/1997

4.   Transaction Code:
      (Instr. 8)
      Code                 V
     C(3)

5.   Number of Derivative Securities Acquired (A) or Disposed of (D):
      (Instr. 3, 4 and 5)

       (A)                 (D)
                         322,229


6.    Date Exercisable and Expiration Date:
       (Month/Day/Year)

       Date Exercisable             Expiration Date
       immediately                  None


7.   Title and Amount of Underlying Securities:
       (Instr. 3 and 4)

      Title                Amount or Number of Shares
      Common Stock         322,229


8.   Price of Derivative Security:
      (Instr. 5)

9.   Number of Derivative Securities Beneficially Owned at End of Month:
      (Instr. 4)
         355,802

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)      Pursuant to a Voting Trust  Agreement  among the several holders of all
         of the issued  and  outstanding  shares of Class A Common  Stock of the
         Company, the Voting Trust is the direct beneficial owner of all of the
         issued  and  outstanding  shares of Class A Common  Stock.  On April 7,
         1997,  322,229 shares of Class A Common Stock beneficially owned by Mr.
         Anselmo that were held by such Trust were  voluntarily  converted at no
         cost into 322,229 shares of Common Stock of the Company.

(2)      Each share of Class A Common Stock is  convertible  at no cost into one
         share of the Company's Common Stock, par value $0.01 per share.

(3)      The 355,802 shares of Class A Common Stock for which Mr. Anselmo claims
         beneficial  ownership  are held for the  benefit of Mr.  Anselmo by the
         Voting  Trust,  of which Mr.  Anselmo is a joint  Voting  Trustee.  The
         Voting Trust holds all of the 21,231,415 issued and outstanding  shares
         of Class A Common  Stock of the  Company,  for  which,  other  than the
         355,802 shares held for the direct benefit of Mr. Anselmo,  Mr. Anselmo
         disclaims  beneficial  ownership.  On April 7, 1997,  322,229 shares of
         Class A Common Stock beneficially owned by Mr. Anselmo were voluntarily
         converted into 322,229 shares of Common Stock of the Company.



                                           *Reverge Anselmo
** Intentional misstatements or 
   omissions of facts constitute           /s/ James W. Cuminale       
   Federal Criminal Violations.            --------------------------
   See 18 U.S.C. 1001 and                  ** Signature of Reporting Person
   15 U.S.C. 78ff(a).                       * By: James W. Cuminale
                                                  Authorized Signatory

                                           Date: May 2, 1997

Note:    File three copies of the Form, one of which must be manually signed. If
         space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB Number.



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