Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 4)

 

 

Iridium Communications, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

46269C102

(CUSIP Number)

Larry G. Franceski, Esq.

Norton Rose Fulbright US LLP

799 9th Street NW

Suite 1000

Washington, DC 20001-4501

(202) 662-4518

with

a copy to:

Mara H. Rogers, Esq.

Norton Rose Fulbright US LLP

1301 Avenue of the Americas

New York, NY 10019-6022

(212) 318-3206

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 24, 2021

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of this Schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.

 

 

 

*	The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (the Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

 

 

 

CUSIP No. 46269C102		Page 2 of 7 Pages

 

1		NAMES OF REPORTING PERSONS   I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)     Baralonco Limited
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☐        (b)  ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS     Not applicable
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION     British Virgin Islands

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER     -0-
				8		SHARED VOTING POWER     13,099,230
				9		SOLE DISPOSITIVE POWER     -0-
				10		SHARED DISPOSITIVE POWER     13,099,230

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     13,099,230
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     9.9%*
14		TYPE OF REPORTING PERSON     CO

 

*	Based on 131,934,582 shares of Common Stock outstanding on July 14, 2021, as reported in the Issuers Quarterly Report on Form 10-Q for the period ended June 30, 2021 filed with the Securities and Exchange Commission on July 20, 2021.

CUSIP No. 46269C102		Page 3 of 7 Pages

 

1		NAMES OF REPORTING PERSONS   I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)     Estate of the late Khalid bin Abdullah bin Abdulrahman
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☐        (b)  ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS     Not applicable
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION     Kingdom of Saudi Arabia

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER     -0-
				8		SHARED VOTING POWER     13,099,230
				9		SOLE DISPOSITIVE POWER     -0-
				10		SHARED DISPOSITIVE POWER     13,099,230

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     13,099,230
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     9.9%*
14		TYPE OF REPORTING PERSON     OO

 

*	Based on 131,934,582 shares of Common Stock outstanding on July 14, 2021, as reported in the Issuers Quarterly Report on Form 10-Q for the period ended June 30, 2021 filed with the Securities and Exchange Commission on July 20, 2021.

CUSIP No. 46269C102		Page 4 of 7 Pages

 

1		NAMES OF REPORTING PERSONS   I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)     Fahd bin Khalid bin Abdullah bin Abdulrahman
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☐        (b)  ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS     Not applicable
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION     Kingdom of Saudi Arabia

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER     -0-
				8		SHARED VOTING POWER     13,099,230
				9		SOLE DISPOSITIVE POWER     -0-
				10		SHARED DISPOSITIVE POWER     13,099,230

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     13,099,230
12		CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     9.9%*
14		TYPE OF REPORTING PERSON     IN

 

*	Based on 131,934,582 shares of Common Stock outstanding on July 14, 2021, as reported in the Issuers Quarterly Report on Form 10-Q for the period ended June 30, 2021 filed with the Securities and Exchange Commission on July 20, 2021.

Page 5 of 7 Pages

Explanatory Note

This Amendment No. 4 to Schedule 13D (this Amendment No. 4) relates to the common stock, par value $0.001 per share (the Common Stock), of Iridium Communications, Inc., a Delaware corporation (the Issuer). This Amendment No. 4 supplements and amends the statement on Schedule 13D jointly filed with the Securities and Exchange Commission (the SEC) on October 8, 2009 by (i) Baralonco Limited, a British Virgin Islands company (the Company) and (ii) Khalid bin Abdullah bin Abdulrahman, as amended by Amendment No. 1 to Schedule 13D filed with the SEC on October 9, 2012, Amendment No. 2 to Schedule 13D filed with the SEC on June 3, 2014 and Amendment No. 3 to Schedule 13D filed with the SEC on May 17, 2019 (collectively, the Amended Schedule 13D).

This Amendment No. 4 is being filed to report the following matters: (1) on January 12, 2021, Khalid bin Abdullah bin Abdulrahman, the former sole owner of the Company, passed away, and his former interest in the Company is now held by his estate, which is currently in probate (or the equivalent proceedings under applicable local law) in Saudi Arabia; (2) on February 10, 2021, Fahd bin Khalid bin Abdullah bin Abdulrahman was appointed as the legal representative to the decedents estate in probate; and (3) a sale of 500,000 shares of Common Stock by the Company pursuant to Rule 144 under the Securities Act of 1933, as amended. Except as supplemented and amended herein, the Amended Schedule 13D is unchanged. Reference should be made to the Amended Schedule 13D for additional information.

 

Item 2.

Identity and Background.

This Amendment No. 4 is being filed by Baralonco Limited (the Company), organized under the laws of the British Virgin Islands, with its principal executive offices located at Craigmuir Chambers, P.O. Box 71, Road Town, Tortola, British Virgin Islands VG1110. The principal business of the Company is to hold investments. Information as to the executive officers and directors of the Company is set forth in Exhibit A to this Amendment No. 4.

This Amendment No. 4 is also being filed by the Estate of the late Khalid bin Abdullah bin Abdulrahman (the Estate), the sole owner of the Company, whose address is c/o Baralonco Limited located at Craigmuir Chambers, P.O. Box 71, Road Town, Tortola, British Virgin Islands VG1110. The Estate is currently in probate (or the equivalent proceedings under applicable local law) in Saudi Arabia. The principal business activity of the Estate is to hold the assets of the late Khalid bin Abdullah bin Abdulrahman.

This Amendment No. 4 is also being filed by Fahd bin Khalid bin Abdullah bin Abdulrahman, as a legal representative to the Estate (the Legal Representative), whose address is c/o Baralonco Limited located at Craigmuir Chambers, P.O. Box 71, Road Town, Tortola, British Virgin Islands VG1110. His present principal occupation is private investments. The Legal Representative is a resident and national of the Kingdom of Saudi Arabia.

The Company, the Estate and the Legal Representative are referred to in this Amendment No. 4 collectively as the Reporting Persons. This Amendment No. 4 constitutes an initial Schedule 13D filing for each of the Estate and the Legal Representative, jointly with the Company.

During the past five years, none of the Reporting Persons nor, to the Companys knowledge, any of the persons listed in Exhibit A, has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). During the past five years, none of the Company, the Estate or the Legal Representative nor, to the Companys knowledge, any of the persons listed in Exhibit A, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Page 6 of 7 Pages

 

Item 5.

Interest in Securities of the Issuer.

Section (a) of Item 5 of the Amended Schedule 13D is hereby amended and restated as follows:

The Company beneficially owns 13,099,230 shares of Common Stock, representing approximately 9.9% of the Common Stock outstanding as of July 14, 2021 (based on 131,934,582 shares reported as outstanding in the Issuers Quarterly Report on Form 10-Q for the period ended June 30, 2021 filed with the SEC on July 20, 2021), as calculated under Rule 13d-3 of the Securities and Exchange Act of 1934, as amended. As the Company is wholly owned by the Estate, the Estate may also be deemed to beneficially own the same 13,099,230 shares of Common Stock directly owned by the Company. Steven B. Pfeiffer, a director of the Company, is also a director of the Issuer and beneficially owns 109,925 shares underlying vested restricted stock units of the Issuer. Mr. Pfeiffer has sole voting and dispositive power over these shares and these shares are not included in the beneficial ownership calculation of the Reporting Persons. The Legal Representative as a legal representative to the Estate, may also be deemed to beneficially own the same 13,099,230 shares of Common Stock directly owned by the Company.

Section (c) of Item 5 of the Amended Schedule 13D is hereby supplemented as follows:

(c) On August 24, 2021, the Company sold 500,000 shares of Common Stock in a single block trade pursuant to Rule 144 under the Securities Act of 1933, as amended, at a price of $38.00 per share. Except as set forth in the prior sentence, none of the Reporting Persons nor, to the knowledge of the Company, any director or executive officer of the Company, has effected any transaction in the Common Stock in the 60 days prior to the filing of this Amendment No. 4.

 

Item 7.

Material to be Filed as Exhibits.

Exhibit A: Information concerning the executive officers and directors of Baralonco Limited (previously filed and incorporated by reference to Exhibit A to Amendment No. 3 to Schedule 13D filed with the SEC on May 17, 2019)

Exhibit 1: Filing Agreement

Exhibit 2: Power of Attorney of Baralonco Limited (previously filed and incorporated by reference to Exhibit G to the Schedule 13D filed on October 8, 2009)

Exhibit 3: Powers of Attorney of the Estate of the late Khalid bin Abdullah bin Abdulrahman and Fahd bin Khalid bin Abdullah bin Abdulrahman

Page 7 of 7 Pages

Signatures

After reasonable inquiry and to the best knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: August 26, 2021