FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * LEWIS ROBERT C   2. Issuer Name and Ticker or Trading Symbol SKYTERRA COMMUNICATIONS INC [skyt] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Sr VP, General Counsel & Secr. (Last) (First) (Middle) 10802 PARKRIDGE BOULEVARD 3. Date of Earliest Transaction (Month/Day/Year) 12/18/2006 (Street) RESTON, VA 20191 4. If Amendment, Date 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 (City) (State) (Zip) 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 Stock 12/18/2006   A(1)   75,000 (1) A $ 0 94,500 D

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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 Underlying Securities (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 of Derivative Security: 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

Option to Purchase

(2)

(3)

(4)

Common Stock

90,000

90,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
LEWIS ROBERT C 10802 PARKRIDGE BOULEVARD RESTON, VA 20191			Sr VP, General Counsel & Secr.

Signatures

Robert C. Lewis		12/20/2006
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Represents a grant of 75,000 restricted shares of the Company's common stock under the 2006 Equity and Incentive Plan, subject to a registration statement on Form S-8 covering equity awards pursuant to such plan becoming effective. Will vest as follows, subject to Mr. Lewis' continued employment: (i) 25,000 shares on December 18, 2009; (ii) 25,000 shares on the first day following the twentieth consecutive trading day on which the price of the Company's common stock exceeds $20 per share; and (iii) 25,000 shares on the first day following the twentieth consecutive trading day on which the price of the Company's common stock exceeds $25 per share, as further forth in the award agreement. Subject to acceleration upon termination of Mr. Lewis' employment by the Company other than for "cause" as defined in the award agreement, and in certain other circumstances.
(2)	Various exercise prices from $0.56 per share to $21.53 per share.
(3)	All vested and currently exercisable.
(4)	Expire between 10/15/12 and 1/28/15

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