Terrestar 10-K/A 2007 FY Annual report (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A

(Amendment No. 4 )

ý	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended December 31, 2007
	OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to ______

Commission file number: 001-33546

TERRESTAR CORPORATION

(Exact name of Registrant as Specified in Its Charter)

Delaware	93-0976127
(State or Other Jurisdiction of	(I.R.S. Employer
Incorporation or Organization)	Identification No.)
12010 Sunset Hills Road, 9th Floor, Reston, VA	20190
(Address of Principal Executive Offices)	(Zip Code)

(Registrant’s telephone number, including area code): (703) 483-7800

Securities registered pursuant to Section 12(b) of the Act:

Common Stock, $0.01 par value	The NASDAQ Global Market
(Title of Each Class)	(Name of Each Exchange on Which Registered)

Securities registered pursuant to Section 12(g) of the Act:  None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  ¨ Yes     þ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.  ¨ Yes     þ No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

þ Yes ¨ No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (check one).

	Large accelerated filer  ¨	Accelerated filer  þ
	Non-accelerated filer  ¨	Smaller reporting company  ¨
(Do not check if smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 ¨ Yes     þ No

The aggregate market value of TerreStar Corporation Common Stock held by non-affiliates as of June 30, 2007 (the last business day of the most recently completed second quarter) was approximately $651.5 million.  For purposes of this calculation, affiliates represent only holders of more than 10% of TerreStar Corporation Common Stock.

There were 121,858,338 shares of TerreStar Corporation Common Stock outstanding as of February 19, 2009.

EXPLANATORY NOTE

This Amendment No. 4 on Form 10-K/A (“Amendment No. 4”) amends the Annual Report on Form 10-K of TerreStar Corporation (“TerreStar” or the “Company”)  for the fiscal year ended December 31, 2007, originally filed with the Securities and Exchange Commission (“SEC”) on March 31, 2008 (the “Original Filing”) as amended by (i) Amendment No. 1 to the Original Filing (“Amendment No. 1”) filed with the SEC on April 29, 2008, (ii) Amendment No. 2 to the Original Filing (“Amendment No. 2”) filed with the SEC on May 7, 2008, and (iii) Amendment No. 3 to the Original Filing (“Amendment No. 3”) filed with the SEC on May 12, 2008.  The Company is filing this Amendment to correct an error in the number of shares of the Company’s common stock beneficially owned by one of the Company’s stockholders in the Beneficial Ownership Table included in Item 12 of Part III of Amendment No. 1. In connection with the filing of this Amendment No. 4 and pursuant to the rules of the SEC, we are including with this Amendment No. 4 certain new certifications by our principal executive officer and principal financial officer. Accordingly, Item 15 of Part IV has also been amended to reflect the filing of these new certifications.

Except as described above, no other changes have been made to the Original Filing as amended by Amendment No. 1, Amendment No. 2 and Amendment No.3.

PART III

Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth certain information known to us with respect to the beneficial ownership of our common stock as of April 22, 2008 (unless otherwise indicated), by:

Ÿ   each person known by us to be a beneficial owner of five percent (5%) or more of our common stock;

Ÿ   each current director

Ÿ   each executive officer named in the summary compensation table in Item 11 of this Annual Report;

Ÿ   each current executive officer; and

Ÿ   all current directors and executive officers as a group.

As used in this table, “beneficial ownership” means the sole or shared power to vote, or to direct the voting of, a security, or the sole or shared investment power with respect to a security (that is, the power to dispose of, or to direct the disposition of, a security).  In addition, a person is deemed, as of any date to have “beneficial ownership” of any security that such person has the right to acquire within 60 days after such date.  The number of shares beneficially owned by each stockholder is determined according to the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose.  Under the current rules, “beneficial ownership” includes any shares as to which the individual or entity has sole ore shared voting power or investment power.  As a consequence, several persons may be deemed to be the “beneficial owners” of the same securities.

Unless otherwise noted, each of the stockholders named in this table has sole voting and investment power with respect to the shares of common stock shown as “beneficially owned.”  The percentage ownership of each stockholder is calculated based on 90,977,073 shares of common stock outstanding as of April 22, 2008 plus, for each stockholder and only that stockholder, any additional shares of common stock of which a stockholder is deemed, as of any date, to have “beneficial ownership” by having the rights to acquire such shares of common stock within 60 days after such date.

Name	Shares Owned	Percent of Class+
Neil Hazard (1)	231,333	*
Jeffrey Epstein (1)	61,075	*
Dennis Matheson (1)	180,167	*
David Andonian (Director) (2)	36,000	*
William Freeman (Director) (1)	35,600	*
David Rayner (Director)	--	--
Jacques Leduc (Director) (2)	36,000	*
Eugene Davis (Director)	--	--
David Meltzer (Director) (3)	31,000	*
Dean Olmstead (Director)	--	--
Current Directors and Officers as a Group (10 persons) Other 5% Stockholders	611,175	*
Harbert Management Corporation (4)	40,921,029	42.9
EchoStar Corporation (5)	38,970,000	30.0
Solus Alternative Asset Management LP (6)	11,131,146	11.7
Intrepid Capital Advisors (7)	5,813,845	6.4
Tudor Investment Corporation (8)	5,687,814	6.3
Goldman Sachs (9)	4,608,469	5.1
BCE, Inc. (10)	4,531,213	5.0

  *      Less than 1%

(1) Share ownership reflects options to purchase shares of our common stock (“Common Shares”) exercisable within 60 days of the date hereof.

(2) Includes 12,000 shares of vested restricted Common Shares, 18,000 non-vested restricted Common Shares and 6,000 options to purchase Common Shares.  The non-vested restricted Common Shares are subject to repurchase by the Company in the event of termination of service.

(3) Includes 10,000 vested restricted Common Shares, 15,000 non-vested restricted Common Shares and 6,000 options to purchase Common Shares.  The non-vested restricted Common Shares are subject to repurchase by the Company in the event of termination of service.

(4) Funds Affiliated with Harbert Management Corporation.   Pursuant to a Schedule 13D/A dated February 7, 2008, as filed with the Commission, Harbert Management Corporation reported that as of February 5, 2008, it had shared voting and dispositive power over 40,921,029 Common Shares, including 1,886 shares issuable upon exercise of warrants and 4,405,170 shares issuable upon conversion of shares of Series B Preferred Stock.  Each of Harbinger Capital Partners Master Fund I, Ltd., Harbinger Capital Partners Offshore Manager, L.L.C. and HMC Investors, L.L.C. reported shared voting and dispositive power over 29,909,389 Common Shares; Harbinger Capital Partners Offshore Manager, L.L.C. and HMC Investors, L.L.C. each specifically disclaimed beneficial ownership in such shares except to the extent of its pecuniary interest therein.  Each of Harbinger Capital Partners Special Situations Fund, L.P., Harbinger Capital Partners Special Situations GP, LLC and HMC - New York, Inc. reported shared voting and dispositive power over 11,011,640 Common Shares; each specifically disclaimed beneficial ownership in such shares except to the extent of its pecuniary interest therein.  Philip Falcone, Raymond J. Harbert and Michael D. Luce reported shared voting and dispositive power over 40,921,029 Common Shares; each specifically disclaimed beneficial ownership in such shares except to the extent of his pecuniary interest therein.  The mailing address of Harbert Management Corporation is One Riverchase Parkway South, Birmingham, Alabama 35244.

(5) Assumes conversion of $50,000,000 of Exchangeable Notes into 8,970,000 Common Shares at the current exchange ratio of 179.4.  Also assumes that the Company exercises its option to purchase the 1.4 GHz Band Spectrum from EchoStar in exchange for 30,000,000 Common Shares.  The mailing address for EchoStar Corporation is 90 Inverness Circle E, Englewood, CO  80112.

(6) Solus Alternative Asset Management LP.   Assumes conversion of $22,500,000 of Exchangeable Notes into 4,036,500 Common Shares.   Pursuant to a Schedule 13G/A filed on February 14, 2008, as filed with the Commission, Solus Alternative Asset Management LP reported that as of December 31, 2007 its share ownership includes 6,725,000 Common Shares and 1,860,000 Common Shares issuable upon conversion of shares of Series B Preferred Stock.  The mailing address for Solus Alternative Asset Management LP is 430 Park Avenue, New York, NY  10022.

(7) Funds affiliated with Intrepid Capital Advisors LLC and Intrepid Fund Management LLC.  Pursuant to a Schedule 13G/A filed on February 14, 2008, as filed with the Commission, as of December 31, 2007 Intrepid Capital Advisors, as the general partner of Intrepid Capital Fund (QP), L.P., and Bluenose Capital Fund (QP), L.P beneficially owned 2,265,131 Common Shares.  Additionally, Intrepid Fund Management, LLC, the investment manager of Intrepid Capital Fund (Offshore) Ltd., Intrepid Enhanced Alpha Master Fund, Ltd., and Bluenose Capital Fund (Offshore) Ltd beneficially owned 3,548,714 Common Shares.  Steven Shapiro, individually, as Manager of Intrepid Capital Advisors, LLC, and Intrepid Fund Management LLC beneficially owns 5,813,845 Common Shares.  The mailing address of Intrepid Capital Advisors LLC is 360 Madison Ave., 21st Floor, New York, NY  10017.

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(8) Funds Affiliated with Tudor Investment Corporation.  Pursuant to a Schedule 13G/A dated February 13, 2008, as filed with the Commission, Tudor Investment Corporation reported that as of December 31, 2007, it had shared voting and dispositive power over 5,687,814 Common Shares.  The Common Shares reported herein as beneficially owned are owned directly by TPT (404,524 shares), Altar Rock (43,305 shares), Raptor Portfolio (4,242,095 shares) and BVI Portfolio (997,890 shares).  Because TIC is the sole general partner of Altar Rock and provides investment advisory services to Raptor Portfolio and BVI Portfolio, TIC may be deemed beneficially to own the Common Shares owned by each of Raptor Portfolio and BVI Portfolio.  TIC expressly disclaims such beneficial ownership.  In addition, because Mr. Jones is the controlling shareholder of TIC and the indirect controlling equity holder of TPT, Mr. Jones may be deemed to beneficially own the Common Shares deemed beneficially owned by TIC and TPT.  Mr. Jones expressly disclaims such beneficial ownership.  Because Mr. Pallotta is the portfolio manager of TIC and TPT responsible for investment decisions with respect to the Common Shares reported herein, Mr. Pallotta may be deemed to beneficially own the Common Shares deemed beneficially owned by TIC and TPT.  Mr. Pallotta expressly disclaims such beneficial ownership.  The Common Shares reported herein as beneficially owned by Mr. Pallotta are owned directly by Mr. Pallotta (450,000 shares) and Mr.  Pallotta’s spouse (3,640 shares).  Mr. Pallotta expressly disclaims beneficial ownership of any shares not directly owned by him.  The mailing address of Tudor Investment Corporation is 1275 King Street, Greenwich, Connecticut 06831.

(9) Funds affiliated with Goldman Sachs.  Pursuant to a Schedule 13G filed on February 11, 2008, as filed with the Commission, 4,608,469 Common Shares were beneficially owned by Global Securities Services, a separate business unit within and across Goldman, Sachs & Co. and Goldman Sachs International, each of which is a direct or indirect subsidiary of The Goldman Sachs Group, Inc. (“GSS”),  resulting from GSS holding title to such securities as a secured creditor under a transfer of title financial collateral arrangement under English Law.  This filing did not reflect securities, if any, beneficially owned by any other separate business units of Goldman, Sachs & Co, Goldman Sachs International and/or GSS whose ownership is disaggregated from that of GSS in accordance with the SEC Release No. 34-39538.  GSS disclaims beneficial ownership of any securities beneficially owned by any client accounts with respect to which GSS or its employees have voting or investment discretion, or both.  The mailing address of Goldman, Sachs & Co. and The Goldman Sachs Group, Inc. is 85 Broad Street, New York, NY 10004 and the mailing address of Goldman Sachs International is 133 Fleet Street, London EC4A ZBB, England.

(10) BCE, Inc.  Pursuant to a Schedule 13D/A dated March 7, 2007, as filed with the Commission, BCE, Inc. reported that as of March 7, 2007, it had sole voting and dispositive power over 4,531,213 Common Shares, and that its mailing address is 1000, rue de la Gauchetiere Ouest, Bureau 3700, Montreal, Quebec H3B 4Y7, Canada.

The address for all officers and directors is c/o TerreStar Corporation, 12010 Sunset Hills Road, 9th Floor, Reston, Virginia 20190.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

TERRESTAR CORPORATION
By	/s/ Jeffrey W. Epstein
	Jeffrey W. Epstein
	President
Date:   February 26, 2009

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities as of February 26, 2009.

/s/ Jeffrey W. Epstein	President
Jeffrey W. Epstein	(principal executive officer)
/s/ Vincent Loiacono	Chief Accounting Officer
Vincent Loiacono	(principal financial and accounting officer)
*	Chairman of the Board
William Freeman
*	Director
David Andonian
*	Director
Eugene Davis
*	Director
Jacques Leduc
*	Director
David B. Meltzer
*	Director
Dean Olmstead
*	Director
David Rayner

*      By Power of Attorney

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EXHIBIT INDEX

31.1	-	Certification of the principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	-	Certification of the principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32	-	Certification of the principal financial officer and principal executive officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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