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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1. Name and Address of Reporting Person * Rinn David H.   2. Issuer Name and Ticker or Trading Symbol Pendrell Corp [PCO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) VP and Chief Financial Officer (Last) (First) (Middle) 2300 CARILLON POINT 3. Date of Earliest Transaction (Month/Day/Year) 03/15/2013 (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

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

Employee Stock Option (Right to Buy)

$ 1.54

03/15/2013

A

600,000

03/15/2014(1)

03/15/2023

Common Stock

600,000

$ 0

600,000

D

Restricted Stock Unit Award

$ 0 (2)

03/15/2013

A

200,000

03/15/2014(1)

03/15/2023

Common Stock

200,000

$ 0

200,000

D

Restricted Stock Unit Award

$ 0 (2)

03/15/2013

A

150,000

03/15/2014(3)

03/15/2018

Common Stock

150,000

$ 0

150,000

D

Restricted Stock Unit Award

$ 0 (2)

03/15/2013

A

150,000

03/15/2014(4)

03/15/2018

Common Stock

150,000

$ 0

150,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Rinn David H. 2300 CARILLON POINT KIRKLAND, WA 98033			VP and Chief Financial Officer

Signatures

/s/ David H. Rinn		03/15/2013
**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)	25% of the award is scheduled to vest on each of March 15, 2014, March 15, 2015, March 15, 2016 and March 15, 2017.
(2)	Converts into Common Stock on a unit-for-share basis upon vesting.
(3)	25% of the award will vest when both of the following have occurred: (i) the average closing price of the issuer's Class A common stock, measured over a 20-day trading period, has reached or exceeded $3.00 per share (the "Initial Price Target"), and (ii) an anniversary of March 15, 2013 (the "Anniversary Date") has occurred. An additional 25% of the award will vest when both the Initial Price Target and a subsequent Anniversary Date have occurred, such that all restricted stock units will be vested after both the Initial Price Target and the fourth Anniversary Date have occurred. If the Initial Price Target is not achieved by March 15, 2018, then none of the restricted stock units will vest.
(4)	25% of the award will vest when both of the following have occurred: (i) the average closing price of the issuer's Class A common stock, measured over a 20-day trading period, has reached or exceeded $6.00 per share (the "Initial Price Target"), and (ii) an anniversary of March 15, 2013 (the "Anniversary Date") has occurred. An additional 25% of the award will vest when both the Initial Price Target and a subsequent Anniversary Date have occurred, such that all restricted stock units will be vested after both the Initial Price Target and the fourth Anniversary Date have occurred. If the Initial Price Target is not achieved by March 15, 2018, then none of the restricted stock units will vest.

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