| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Intelsat S.A. [ INTEQ ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 05/18/2020 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 05/18/2020 | S | 464,244 | D | $0.4068(1) | 275,079 | I | See footnote(2) | ||
| Common Shares | 05/19/2020 | S | 275,082 | D | $0.2603(3) | 0 | I | See footnote(2) | ||
| Common Shares | 05/18/2020 | S | 453,486 | D | $0.4288(4) | 0 | I | See footnote(5) | ||
| Common Shares | 05/18/2020 | S | 100,000 | D | $0.4028(6) | 0 | I | See footnote(7) | ||
| Common Shares | 05/19/2020 | S | 555,717 | D | $0.167(8) | 0 | I | See footnote(9) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | (10) | (10) | (10) | Common Shares | 9,000 | 9,000 | D | ||||||||
| Options (Right to Buy) | $18 | (11) | 02/04/2023 | Common Shares | 909,990 | 909,990 | D | ||||||||
| Options (Right to Buy) | $4.16 | (11) | 02/04/2023 | Common Shares | 700,000 | 700,000 | D | ||||||||
| Options (Right to Buy) | $3.77 | (12) | 02/04/2023 | Common Shares | 253,622 | 253,622 | D | ||||||||
| Options (Right to Buy) | $3.77 | (13) | 05/01/2023 | Common Shares | 177,000 | 17,700 | D | ||||||||
| Explanation of Responses: |
| 1. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.3900 to $0.4500, inclusive. The reporting person undertakes to provide to Intelsat S.A., any security holder of Intelsat S.A. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares at each separate price within the ranges set forth in this footnote. |
| 2. These Common Shares are held by the Article 4 Family Trust U/T David McGlade 2009 GRAT. |
| 3. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.2010 to $0.3200, inclusive. The reporting person undertakes to provide to Intelsat S.A., any security holder of Intelsat S.A. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares at each separate price within the ranges set forth in this footnote. |
| 4. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.3810 to $0.4519, inclusive. The reporting person undertakes to provide to Intelsat S.A., any security holder of Intelsat S.A. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares at each separate price within the ranges set forth in this footnote. |
| 5. These Common Shares are held by the David McGlade 2019 Intelsat GRAT 2. |
| 6. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.4000 to $0.4064, inclusive. The reporting person undertakes to provide to Intelsat S.A., any security holder of Intelsat S.A. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares at each separate price within the ranges set forth in this footnote. |
| 7. These Common Shares are held by the David McGlade Revocable Trust. |
| 8. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.1500 to $0.2050, inclusive. The reporting person undertakes to provide to Intelsat S.A., any security holder of Intelsat S.A. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares at each separate price within the ranges set forth in this footnote. |
| 9. These Common Shares are held by McGlade Investments II, LLC. The shares were originally purchased in a private transaction. |
| 10. Each restricted share unit ("RSU") represents a contingent right to receive one Common Share. The full amount of the RSUs will vest on June 13, 2020. |
| 11. The full amount of the options vested on April 18, 2013. |
| 12. The full amount of the options have vested. |
| 13. The options vested in twenty-four (24) equal monthly installments, beginning June 1, 2013. |
| Remarks: |
| /s/ Sajid Ajmeri, Attorney-in-fact | 05/20/2020 | |
| ** 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. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
