BCE INC — Director's Dealing 2006

Oct 5, 2006

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: MOTIENT CORP ((MNCP))
CIK: 0000913665
Period of Report: 2006-09-25

Reporting Person: BCE INC (10% Owner)
Reporting Person: TMI Communications Inc. (10% Owner)
Reporting Person: 3924505 Canada Inc. (10% Owner)
Reporting Person: TMI Communications & Company, Limited Partnership (10% Owner)
Reporting Person: TMI Communications Delaware, Limited Partnership (10% Owner)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Option to acquire	$	2007-01-15	Common Stock, par value $0.01 per share (the "Common Stock") ()		Indirect

Footnotes

F1: This Form 3 is being filed by BCE, Inc. (the "Parent"), TMI Communications Inc. ("TMI"), 3924505 Canada Inc. ("TMI Delaware GP"), TMI Communications and Company, Limited Partnership ("TMI Delaware LP") and TMI Communications Delaware, Limited Partnership ("TMI Delaware" and together with BCE, TMI, TMI Delaware GP, TMI Delaware LP, the "Reporting Persons") with respect to the Common Stock. Each of the Reporting Persons other than Parent is a direct or indirect wholly-owned subsidiary of Parent.

F2: TMI Delaware has a contractual right to cause Motient Corporation ("Motient") to enter into an agreement (the "Exchange Agreement") to exchange 5,073,715 shares of common stock of TerreStar Networks, Inc. and 1,887,133.89202 shares of common stock of Terrestar Networks Bermuda Ltd., currently held by TMI Delaware, for 9,031,213 shares of Common Stock. TMI Delaware may exercise its right to require Motient to enter into the Exchange Agreement at any time on or prior to the earlier of (a) ten days before public announcement by Motient of its planned dividend of shares of common stock of SkyTerra Communications, Inc. ("SkyTerra") that Motient received in a previously announced exchange transaction between Motient and SkyTerra (the "Initial Dividend") and (b) January 15, 2007. The Exchange Agreement would provide for a closing as soon as the conditions therein are satisfied, except that if the Initial Dividend is not paid in 2006, the closing would occur as soon as practicable in 2007