Michael J. DeMarco Form 4 Intelsat / Michael J. DeMarco 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^*

DeMarco Michael J.

(Last) (First) (Middle)

C/O INTELSAT S.A.

4, RUE ALBERT BORSCHETTE

(Street)

LUXEMBOURG N4 L-1246

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Intelsat S.A. [ I ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP & Chief Services Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2020

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

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
Common Shares	03/01/2020		A		47,250	A	$0.00	102,059	D
Common Shares	03/01/2020		M		46,912	A	(1)	148,971	D
Common Shares	03/01/2020		F		45,482	D	$3.86	103,489	D

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 Share Units	(1)	03/01/2020		A		42,500		(2)	(2)	Common Shares	42,500	(1)	42,500	D
Restricted Share Units	(1)	03/01/2020		M			7,337	(3)	(3)	Common Shares	7,337	(1)	14,674	D
Restricted Share Units	(1)	03/01/2020		M			23,000	(4)	(4)	Common Shares	23,000	(1)	23,000	D
Restricted Share Units	(1)	03/01/2020		M			10,500	(5)	(5)	Common Shares	10,500	(1)	0	D
Restricted Share Units	(1)	03/01/2020		M			6,075	(6)	(6)	Common Shares	6,075	(1)	18,225	D
Restricted Share Units	(1)							(7)	(7)	Common Shares	10,000		10,000	D

Explanation of Responses:

1. Each restricted share unit ("RSU") represents a contingent right to receive one Common Share.

2. The RSUs will vest in three equal annual installments, beginning March 1, 2021.

3. The RSUs vest in three equal annual installments, beginning March 1, 2020.

4. The RSUs vest in two equal annual installments, beginning March 1, 2020.

5. The full amount of the RSUs will vest on March 1, 2020.

6. Twenty-five percent (25%) of the RSUs vested on March 1, 2020, and the remaining seventy-five percent (75%) will vest on December 31, 2020.

7. The full amount of the RSUs will vest on October 1, 2020.

Remarks:

	/s/ Sajid Ajmeri as attorney-in-fact	03/03/2020
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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