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 * MCCAW CRAIG   2. Issuer Name and Ticker or Trading Symbol Pendrell Corp [PCO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 2300 CARILLON POINT 3. Date of Earliest Transaction (Month/Day/Year) 12/31/2014 (Street) KIRKLAND, WA 98033 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 Class A Common Stock 01/01/2015 12/31/2014 A   45,289 (1) A $ 1.38 475,834 D   Class A Common Stock               2,339,724 I By: Eagle River, Inc. (2) Class A Common Stock               20,696,037 I By: Eagle River Satellite Holdings, LLC (3) Class A Common Stock               17,932,651 I By: Eagle River Partners, LLC (4) Class B Common Stock               44,360,000 I By: Eagle River Satellite Holdings, LLC (3) Class A Common Stock               3,000,000 I By: Eagle River Investments, LLC (5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MCCAW CRAIG 2300 CARILLON POINT KIRKLAND, WA 98033	X	X

Signatures

/s/ Timothy M. Dozois, attorney-in-fact		01/02/2015
**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 shares issued to the reporting person as compensation for board service provided for the quarter ended December 31, 2014.
(2)	The Reporting Person is the sole shareholder of Eagle River, Inc.
(3)	The Reporting Person is the sole manager and beneficial member of Eagle River Investments, LLC ("ERI"), which is the sole member of Eagle River Satellite Holdings, LLC ("ERSH") and as such may be deemed to share the power to vote or to direct the vote, or to dispose of or direct the disposition of, the Issuer's securities beneficially owned by ERSH. The Reporting Person disclaims beneficial ownership of the Issuer's securities beneficially owned by ERSH, except to the extent of any pecuniary interest.
(4)	The Reporting Person is the beneficial member of Eagle River Partners, LLC ("ERP"), and as such may be deemed to share the power to vote or to direct the vote, or to dispose or direct the disposition of, the Issuer's securities beneficially owned by ERP. The Reporting Person disclaims beneficial ownership of the Issuer's securities directly owned by ERP, except to the extent of any pecuniary interest.
(5)	The Reporting Person is the sole manager and beneficial member of ERI, and as such may be deemed to share the power to vote or to direct the voting of, or to dispose or to direct the disposition of, the Issuer's securities beneficially owned by ERI. The Reporting Person disclaims beneficial ownership of the Issuer's securiteis directly owned by ERI, except to the extent of any pecuniary interest.

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