Loral Space & Communications Form 4 LORAL SPACE & COMMUNICATIONS / MARK H MD RACHESKY ownership change

SEC Form 4

FORM 4

UNITED STATES 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
or Section 30(h) of the Investment Company Act of 1940

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X

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^*

RACHESKY MARK H MD

(Last) (First) (Middle)

1345 AVENUE OF THE AMERICAS,

42ND FLOOR

(Street)

NEW YORK NY 10105

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
LORAL SPACE & COMMUNICATIONS INC. [ LORL ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/19/2021

4. If Amendment, Date of 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

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	11/19/2021		D		15,000	D	(1)	0	D
Common Stock	11/19/2021		D		2,418,660	D	(1)	0	I	See Footnote(2)
Common Stock	11/19/2021		D		2,123,874	D	(1)	0	I	See Footnote(3)
Common Stock	11/19/2021		D		1,211,467	D	(1)	0	I	See Footnote(4)
Common Stock	11/19/2021		D		1,115,347	D	(1)	0	I	See Footnote(5)
Common Stock	11/19/2021		D		960,033	D	(1)	0	I	See Footnote(6)
Common Stock	11/19/2021		D		305,541	D	(1)	0	I	See Footnote(7)
Common Stock	11/19/2021		D		205,476	D	(1)	0	I	See Footnote(8)
Common Stock	11/19/2021		D		154,289	D	(1)	0	I	See Footnote(9)
Common Stock	11/19/2021		D		34,732	D	(1)	0	I	See Footnote(10)
Non-Voting Common Stock	11/19/2021		D		1,089,120	D	(1)	0	I	See Footnote(5)
Non-Voting Common Stock	11/19/2021		D		125,922	D	(1)	0	I	See Footnote(9)
Non-Voting Common Stock	11/19/2021		D		540,200	D	(1)	0	I	See Footnote(6)
Non-Voting Common Stock	11/19/2021		D		1,360,934	D	(1)	0	I	See Footnote(2)
Non-Voting Common Stock	11/19/2021		D		6,389,497	D	(1)	0	I	See Footnote(4)

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(11)	11/19/2021		D			46,136	(12)	(12)	Common Stock	46,136	(12)	0	D

1. Name and Address of Reporting Person^*

RACHESKY MARK H MD

(Last) (First) (Middle)

1345 AVENUE OF THE AMERICAS,

42ND FLOOR

(Street)

NEW YORK NY 10105

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MHR FUND MANAGEMENT LLC

(Last) (First) (Middle)

1345 AVENUE OF THE AMERICAS,

(Street)

NEW YORK NY 10105

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MHR Holdings LLC

(Last) (First) (Middle)

1345 AVENUE OF THE AMERICAS,

42ND FLOOR

(Street)

NEW YORK NY 10105

(City) (State) (Zip)

Explanation of Responses:

1. Each share was converted into the right to receive one newly issued Class B unit of Telesat Partnership LP at the effective time of the Merger (as defined in the Transaction Agreement) pursuant to the Transaction Agreement and Plan of Merger (as amended from time to time and including all exhibits and schedules thereto, the "Transaction Agreement"), dated as of November 23, 2020, as amended on June 24, 2021, by and among Loral Space & Communications Inc., Telesat Corporation, Telesat Canada, Telesat Partnership LP, Telesat CanHold Corporation, Lion Combination Sub Corporation, Public Sector Pension Investment Board and Red Isle Private Investments Inc., subject to the terms and conditions therein.

2. These shares are held for the account of MHR Institutional Partners IIA LP, a Delaware limited partnership ("Institutional Partners IIA"). MHR Institutional Advisors II LLC, a Delaware limited liability company ("Institutional Advisors II"), is the general partner of Institutional Partners IIA. MHRC II LLC, a Delaware limited liability company ("MHRC II"), is the managing member of Institutional Advisors II. Mark H. Rachesky, M.D. ("Dr. Rachesky") is the managing member of MHRC II. MHR Fund Management LLC, a Delaware limited liability company ("Fund Management"), has an investment management agreement with Institutional Partners IIA pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the shares held for the account of Institutional Partners IIA.

3. These shares are held for the account of MHR Institutional Partners LP, a Delaware limited partnership ("Institutional Partners"). MHR Institutional Advisors LLC, a Delaware limited liability company ("Institutional Advisors") is the general partner of Institutional Partners. MHRC I LLC, a Delaware limited liability company ("MHRC I"), is the managing member of Institutional Advisors. Dr. Rachesky is the manager of MHRC I. Fund Management has an investment management agreement with Institutional Partners pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the shares held for the account of Institutional Partners. MHR Holdings LLC, a Delaware limited liability company ("MHR Holdings"), is the managing member of Fund Management.

4. These shares are held for the account of MHR Institutional Partners III LP, a Delaware limited partnership ("Institutional Partners III"). MHR Institutional Advisors III LLC, a Delaware limited liability company ("Institutional Advisors III"), is the general partner of Institutional Partners III. Dr. Rachesky is the managing member of Institutional Advisors III. Fund Management has an investment management agreement with Institutional Partners III pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the shares held for the account of Institutional Partners III.

5. These shares are held for the account of MHR Capital Partners Master Account II Holdings LLC, a Delaware limited liability company ("Master Account II Holdings"). MHR Capital Partners Master Account II LP, a limited partnership organized in the Republic of the Marshall Islands ("Master Account II"), is the sole member of Master Account II Holdings. MHR Advisors LLC, a Delaware limited liability company ("Advisors"), is the general partner of Master Account II. MHRC LLC, a Delaware limited liability company ("MHRC"), is the managing member of Advisors. Rachesky is the managing member of MHRC. Fund Management has an investment management agreement with Master Account II pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the shares held for the account of Master Account II Holdings.

6. These shares are held for the account of MHR Institutional Partners II LP, a Delaware limited partnership ("Institutional Partners II"). Institutional Advisors II is the general partner of Institutional Partners II. MHRC II is the managing member of Institutional Advisors II. Dr. Rachesky is the managing member of MHRC II. Fund Management has an investment management agreement with Institutional Partners II pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the shares held for the account of Institutional Partners II.

7. These shares are held for the account of MHRM LP, a Delaware limited partnership ("MHRM"). Institutional Advisors is the general partner of MHRM. MHRC I is the managing member of Institutional Advisors. Dr. Rachesky is the manager of MHRC I. Fund Management has an investment management agreement with MHRM pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the shares held for the account of MHRM. MHR Holdings is the managing member of Fund Management. Accordingly, Institutional Advisors, MHRC I, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the shares held for the account of MHRM. Each of Institutional Advisors, MHRC I, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.

8. These shares are held for the account of MHRA LP, a Delaware limited partnership ("MHRA"). Institutional Advisors is the general partner of MHRA. MHRC I is the managing member of Institutional Advisors. Dr. Rachesky is the manager of MHRC I. Fund Management has an investment management agreement with MHRA pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the shares held for the account of MHRA. MHR Holdings is the managing member of Fund Management. Accordingly, Institutional Advisors, MHRC I, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the shares held for the account of MHRA. Each of Institutional Advisors, MHRC I, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.

9. These shares are held for the account of MHR Capital Partners (100) LP, a Delaware limited partnership ("Capital Partners (100)"). Advisors is the general partner of Capital Partners (100). MHRC is the managing member of Advisors. Dr. Rachesky is the managing member of MHRC. Fund Management has an investment management agreement with Capital Partners (100) pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the shares held for the account of Capital Partners (100). MHR Holdings is the managing member of Fund Management. Accordingly, Advisors, MHRC, Fund Management, MHR Holdings and Dr. Rachesky may be deemed to beneficially own the shares held for the account of Capital Partners (100). Each of Advisors, MHRC, Fund Management, MHR Holdings and Dr. Rachesky disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.

10. These shares are held for the account of MHR Capital Partners Master Account LP, an Anguilla, British West Indies limited partnership ("Master Account"). Advisors is the general partner of Master Account. MHRC is the managing member of Advisors. Dr. Rachesky is the managing member of MHRC. Fund Management has an investment management agreement with Master Account pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the shares held for the account of Master Account.

11. Each restricted stock unit, or RSU, represented a contingent right to receive one share of Common Stock of the Issuer or at the Issuer's election, the cash value thereof.

12. The RSUs were fully vested prior to the Merger. Each RSU was settled in shares of Issuer Common Stock immediately prior to the Merger that were converted into the right to receive newly issued Class B variable voting shares of Telesat Corporation at the effective time of the Merger pursuant to the Transaction Agreement, subject to the terms and conditions therein.

Remarks:

	/s/ Janet Yeung, Attorney in Fact	11/22/2021
	** Signature of Reporting Person	Date
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