Telesat Corp — Major Shareholding Notification 2022

Jan 21, 2022

SC 13G 1 tm224106-1_sc13g.htm SC 13G

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Telesat
Corporation
(Name of Issuer)
Class A Common
Shares and Class B Variable Voting Shares, no par value per share
(Title of Class of Securities)
879512309
(CUSIP Number)
November 30,
2021
(Date of event which requires filing of this statement)
Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
x	Rule 13d-1(b)
¨	Rule 13d-1(c)
¨	Rule 13d-1(d)
(Page 1 of 8 Pages)

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

The information required in 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 (" Act ") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes)

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CUSIP No. 879512309 13G Page 2 of 8 Pages

1	NAMES OF REPORTING PERSONS Rubric Capital Management LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 1,395,000
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 1,395,000
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,395,000
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11.72%
12	TYPE OF REPORTING PERSON PN, IA

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CUSIP No. 879512309 13G Page 3 of 8 Pages

1	NAMES OF REPORTING PERSONS David Rosen
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 1,395,000
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 1,395,000
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,395,000
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11.72%
12	TYPE OF REPORTING PERSON IN

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CUSIP No. 879512309 13G Page 4 of 8 Pages

Item 1(a).
The name of the issuer is Telesat Corporation (the " Issuer ").

Item 1 (b).
The Issuer's principal executive offices are located at 160 Elgin Street, Suite 2100, Ottawa, Ontario, Canada K2P 2P7.

Item 2(a).
This statement is filed by:
(i)	Rubric Capital Management LP (" Rubric Capital "), the investment adviser to certain investment funds and/or accounts (collectively, the " Rubric Funds ") that hold the Common Shares (as defined in Item 2(d) below) reported herein; and
(ii)	David Rosen (" Mr. Rosen "), Managing Member of Rubric Capital Management GP LLC, the general partner of Rubric Capital.
The foregoing persons are hereinafter sometimes collectively referred to as the " Reporting Persons ."
The filing of this statement should not be construed as an admission that any of the forgoing persons or any Reporting Person is, for the purposes of Section 13 of the Act, the beneficial owner of the Shares reported herein.

Item 2 (b).
The address of the principal business office of each of the Reporting Persons is 155 East 44th St, Suite 1630, New York, NY 10017.

Item 2 (c).
Rubric Capital is a Delaware limited partnership. Mr. Rosen is a citizen of the United States of America.

Item 2 (d).
Class A Common Shares and Class B Variable Voting Shares, no par value per share (" Class A Common Shares " and " Class B Variable Voting Shares ", respectively, and collectively, the " Common Shares ").

Item 2 (e).
879512309

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CUSIP No. 879512309 13G Page 5 of 8 Pages

ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

(a) ¨ Broker or dealer registered under Section 15 of the Act,

(b)	¨	Bank as defined in Section 3(a)(6) of the Act,
(c)	¨	Insurance Company as defined in Section 3(a)(19) of the Act,
(d)	¨	Investment Company registered under Section 8 of the Investment Company Act of 1940,
(e)	x	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f)	¨	Employee Benefit Plan or Endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F),
(g)	x	Parent Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G),
(h)	¨	Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,
(i)	¨	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
(j)	¨	A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
(k)	¨	Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ___

| Item 4. |
| --- |
| The information required by Items 4(a) - (c) is set forth in Rows 5
- 11 of the cover page for each of the Reporting Persons and is incorporated herein by reference. The percentage set forth in Row (11) of the cover page for each of
the Reporting Persons is based on 11,907,246 Common Shares outstanding upon consummation of the transactions described in Exhibit 99.6
attached to the Company’s Report of Foreign Private Issuer on Form 6-K filed with the Securities and Exchange Commission on December
7, 2021, as disclosed therein. |

Item 5.
Not applicable.

Item 6.
See Item 2. Rubric Capital Master Fund LP, a Rubric Fund, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, more than 5% of the Common Shares.

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CUSIP No. 879512309 13G Page 6 of 8 Pages

Item 7.
Not applicable.

Item 8.
Not applicable.

Item 9.
Not applicable.

ITEM 10. CERTIFICATION.

Each of the Reporting Persons hereby makes the following certification:

By signing below the Reporting Person certifies that, to the best of its 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.

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CUSIP No. 879512309 13G Page 7 of 8 Pages

SIGNATURES

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

DATED: January 20, 2022

RUBRIC CAPITAL MANAGEMENT LP By: /s/ Michael Nachmani Name: Michael Nachmani Title: Chief Operating Officer

/s/ David Rosen

DAVID ROSEN

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CUSIP No. 879512309 13G Page 8 of 8 Pages

EXHIBIT 1

JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

DATED: January 20, 2022

RUBRIC CAPITAL MANAGEMENT LP By: /s/ Michael Nachmani Name: Michael Nachmani Title: Chief Operating Officer

/s/ David Rosen

DAVID ROSEN

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