Lee E Mikles Form 4/A Pendrell / LEE E MIKLES 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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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^*

MIKLES LEE E

(Last) (First) (Middle)

2300 CARILLON POINT

(Street)

KIRKLAND WA 98033

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Pendrell Corp [ PCO ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/23/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)
11/28/2016

6. 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)	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
Class A Common Stock(1)(2)	11/23/2016		S		5,500	D	$6.4025(3)	7,000	I	By revocable trust
Class A Common Stock(1)(2)	11/25/2016		S		5,000	D	$6.4227(4)	2,000	I	By revocable trust
Class A Common Stock(1)(2)	11/28/2016		S		2,000	D	$6.3901(5)	0	I	By revocable trust
Class A Common Stock								111,257(6)	D
Class A Common Stock								12,579(7)	I	By spouse
Class A Common Stock(8)								8,610	I	By trust for the benefit of children
Class A Common Stock								1,000	I	By trust for the benefit of daughter
Clsas A Common Stock								100	I	By custodial account for the benefit of son

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

Explanation of Responses:

1. The transaction was inadvertently reported on Form 4 filed on November 28, 2016 as a sale of shares from the reporting person's direct holdings rather than from the Lee E. Mikles Revocable Trust.

2. In Forms 4 filed on March 13, 2015, March 18, 2015 and June 16, 2015, ownership of 125,000 pre-split shares of Class A Common Stock (rather than 161,100 shares) should have been attributed to Mr. Mikles' revocable trust. Ownership of an additional 36,100 pre-split shares of Class A Common Stock should have been attributed to the trust for the benefit of Mr. Mikles' children.

3. Represents the weighted average sales price. The highest price at which shares were sold was $6.45212 and the lowest price at which shares were sold was $6.375703. The reporting person undertakes to provide upon request to the staff of the Securities and Exchange Commission, the issuer or its shareholders, full information regarding the number of shares purchased or sold at each separate price.

4. Represents the weighted average sales price. The highest price at which shares were sold was $6.435187 and the lowest price at which shares were sold was $6.40387. The reporting person undertakes to provide upon request to the staff of the Securities and Exchange Commission, the issuer or its shareholders, full information regarding the number of shares purchased or sold at each separate price.

5. Represents the weighted average sales price. The highest price at which shares were sold was $6.4262 and the lowest price at which shares were sold was $6.354. The reporting person undertakes to provide upon request to the staff of the Securities and Exchange Commission, the issuer or its shareholders, full information regarding the number of shares purchased or sold at each separate price.

6. Includes 7,941 shares of Class A Common Stock held in the reporting person's individual retirement account.

7. Includes 230 shares of Class A Common Stock held in the individual retirement account of the reporting person's spouse.

8. In Forms 4 filed on March 13, 2015, March 18, 2015 and June 16, 2015, ownership of 86,100 pre-split shares of Class A Common Stock (rather than 50,000 shares) should have been attributed to the trust for the benefit of Mr. Mikles' children. Ownership of 36,100 pre-split shares of Class A Common Stock was inadvertently attributed to Mr. Mikles' revocable trust.

Remarks:

	/s/ Timothy M. Dozois, Attorney-in-Fact	12/01/2016
	** Signature of Reporting Person	Date
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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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