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*: 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
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)
__X__ Director
__X__ 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
3,362,715 A(1) (1)
5. Amount of Securities Beneficially Owned at End of Month:
(Instr. 3 and 4)
3,362,715
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)
3,362,715
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 3,362,715
8. Price of Derivative Security:
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned at End of Month:
(Instr. 4)
3,713,081
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, 3,362,715 shares of Class A Common Stock beneficially owned by
Frederick A. Landman that were held by such Trust were voluntarily
converted at no cost into 3,362,715 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 3,713,081 shares of Class A Common Stock for which Mr. Landman
claims beneficial ownership are held for the benefit of Mr. Landman by
the Voting Trust, of which Mr. Landman 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
3,713,081 shares held for the direct benefit of Mr. Landman, Mr.
Landman disclaims beneficial ownership. On April 7, 1997, 3,362,715
shares of Class A Common Stock beneficially owned by Mr. Landman were
voluntarily converted into 3,362,715 shares of Common Stock of the
Company.
*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: May 2, 1997
Note: File three copies of this Form, one of which must be manually signed.
If space provided 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.
