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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 5)
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Telesat Corp (Name of Issuer) |
Class B Variable Voting Shares, no par value per share (Title of Class of Securities) |
879512309 (CUSIP Number) |
03/31/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 879512309 |
| 1 | Names of Reporting Persons
Heard Capital LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,646,695.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
11.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA, OO |
SCHEDULE 13G
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| CUSIP No. | 879512309 |
| 1 | Names of Reporting Persons
Heard Investment Manager LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,646,695.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
11.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. | 879512309 |
| 1 | Names of Reporting Persons
Heard William | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,646,695.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
11.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| CUSIP No. | 879512309 |
| 1 | Names of Reporting Persons
William E. Heard Declaration of Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
ILLINOIS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,646,695.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
11.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Telesat Corp | |
| (b) | Address of issuer's principal executive offices:
160 ELGIN ST, SUITE 2100, OTTAWA, ONTARIO, CANADA, K2P 2P7. | |
| Item 2. | ||
| (a) | Name of person filing:
This Schedule 13G is being filed by
(i) Heard Capital LLC ("Heard Capital"),
(ii) Heard Investment Manager LLC ("Heard Investment Manager"),
(iii) William E. Heard Declaration of Trust (the "Heard Trust"), and
(iv) William Heard ("Mr. Heard").
The foregoing persons are hereinafter collectively referred to as the "Reporting Persons."
The Reporting Persons have entered into a Joint Filing Agreement, dated as of May 15, 2025, a copy of which is filed as Exhibit 99.1 to this Schedule 13G. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
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| (b) | Address or principal business office or, if none, residence:
The address of each of the Reporting Persons is 1 N. Wacker Dr., Ste. 3650, Chicago, IL 60606. | |
| (c) | Citizenship:
The citizenship of each of the Reporting Persons is set forth in Row 4 of the cover page for such Reporting Person, which is incorporated herein by reference. | |
| (d) | Title of class of securities:
Class B Variable Voting Shares, no par value per share | |
| (e) | CUSIP No.:
879512309 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The information set forth in Row 9 of each of the cover pages to this Schedule 13G filing is incorporated herein by reference.
As of March 31, 2025, there were 1,646,695 shares of Class B variable voting shares of Telesat Corporation ("Issuer"), no par value (collectively, the "Shares"), held in the name of Heard High Conviction Long Only Fund LLC (the "Long Only Fund") and separate accounts ("SMAs") for which Heard Capital serves as the investment manager with sole voting, disposition and investment power over the Shares. Heard Investment Manager is the sole member of Heard Capital, the Heard Trust is the sole member of Heard Investment Manager, and Mr. Heard is the sole trustee of the Heard Trust. As a result of the foregoing, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, each of Heard Capital, Heard Investment Manager, the Heard Trust and Mr. Heard may be deemed to beneficially own the Shares. | |
| (b) | Percent of class:
The information set forth in Row 11 of each of the cover pages to this Schedule 13G filing is incorporated herein by reference.
The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 14,362,541 total Class A common shares and Class B variable voting shares of Telesat Corporation outstanding as of March 31, 2025, as reported in the Issuer's Quarterly Report on Form 6-K, filed with the Securities and Exchange Commission on May 6, 2025. | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
The information set forth in Row 5 of the cover page for each Reporting Person is incorporated herein by reference. | ||
| (ii) Shared power to vote or to direct the vote:
The information set forth in Row 6 of the cover page for each Reporting Person is incorporated herein by reference. | ||
| (iii) Sole power to dispose or to direct the disposition of:
The information set forth in Row 7 of the cover page for each Reporting Person is incorporated herein by reference. | ||
| (iv) Shared power to dispose or to direct the disposition of:
The information set forth in Row 8 of the cover page for each Reporting Person is incorporated herein by reference. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Item 4(a). The Long Only Fund and the SMAs have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares. | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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On May 15, 2025, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference. |