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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~November 4~~December 1, 2021

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INTELSAT S.A.

(Exact Name of Registrant as Specified in its Charter)

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Grand Duchy of Luxembourg

001-35878

98-1009418

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

Grand Duchy of Luxembourg			001-35878			98-1009418
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(I.R.S. Employer Identification No.)

4 rue Albert Borschette

Luxembourg

Grand Duchy of Luxembourg

L-1246

(Address of principal executive offices)

+352 27-84-1600

(Registrant’s telephone number, including area code)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the ~~Securities Exchange~~ Act ~~of 1934~~: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. □ ☐

~~____________________________________________________________________________________________________________________________________________________________________________________~~ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

~~Item~~On December 2, 2021, Intelsat S.02A. ~~Results~~ (the “Company”) announced that Samer Halawi has decided to resign from his position as the Company’s Chief Commercial Officer. Mr. Halawi will remain in his role through the end of ~~Operations~~2021 and ~~Financial~~will ~~Condition~~stay on in an advisory role thereafter through the Company’s restructuring process in connection with its voluntary cases under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Eastern District of Virginia (the “Chapter 11 Cases”).

OnIn ~~November~~connection with Mr. 4Halawi’s resignation, the Company’s subsidiary, Intelsat US LLC (“Intelsat”), entered into a Transition and Separation Letter Agreement with Mr. Halawi on December 1, 2021 (the “Agreement”). Pursuant to the terms of the Agreement, beginning as of the date thereof (the “Transition Date”) through December 31, 2021, Mr. Halawi will continue to fulfill his duties and responsibilities as Intelsat’s SChief Commercial Officer and will assist Intelsat, as reasonably requested, in transitioning such duties and responsibilities to his successor or such other person(s) designated by Intelsat.A Effective January 1, 2022, Mr. Halawi ~~issued~~will abe ~~press~~placed ~~release~~on ~~regarding~~paid ~~its~~garden ~~results~~leave until the date on which Intelsat emerges from bankruptcy in accordance with the Second Amended Joint Chapter 11 Plan of ~~operations~~Reorganization of Intelsat S.A. and ~~financial~~Its ~~condition~~Debtor Affiliates (as amended, the “Plan”) for the ~~quarter~~Chapter ~~ended~~11 ~~September~~Cases 30(the “Emergence Date”), ~~2021~~and the Emergence Date will constitute the last day of Mr. Halawi’s ~~The~~employment ~~press~~with ~~release~~Intelsat, issubject ~~furnished~~to (i) Intelsat’s ability to terminate Mr. Halawi’s employment for Cause (as ~~Exhibit~~defined 99in the Employment Agreement, dated January 9, 2018, between Mr.1 Halawi toand ~~this~~Intelsat ~~Current~~(as ~~Report~~amended, onthe ~~Form~~“Employment ~~8-K~~Agreement”)) and is(ii) Mr. Halawi’s ~~incorporated~~ability ~~herein~~to byterminate ~~reference~~his employment without Good Reason (as defined in the Employment Agreement), in each case, at an earlier time.

~~The~~Pursuant ~~information~~to ~~included~~the inAgreement, ~~this~~unless ~~Item 2~~Mr.02 Halawi ~~and~~(i) resigns ~~Exhibit~~prior ~~99.1~~to ~~attached~~the ~~hereto~~Emergence ~~shall~~Date ~~not~~or be(ii) is ~~deemed~~terminated ~~"filed"~~ for ~~purposes~~Cause, ofMr. Halawi ~~Section~~will 18be entitled to (A) 100% of the ~~Securities~~payments ~~Exchange~~due ~~Act~~to ofhim ~~1934,~~under asthe ~~amended~~Company’s Key Employee Incentive Plan (~~the~~as ~~"Exchange~~previously ~~Act"~~disclosed), ~~nor~~based ~~shall~~on itactual beperformance, ~~deemed~~without ~~incorporated~~any byproration, ~~reference~~and in(B) a ~~any~~lump ~~filing~~sum ~~under~~cash ~~the~~severance ~~Securities~~payment ~~Act~~in the amount of ~~1933~~$1,188,000, assubject ~~amended,~~to orhis execution and non-revocation of a general release of claims and continued compliance with the ~~Exchange~~terms ~~Act,~~of ~~except~~the asAgreement. ~~shall~~Except beas ~~expressly~~described ~~set~~above, ~~forth~~the byAgreement ~~specific~~does ~~reference~~not inmaterially ~~any~~modify ~~such~~the ~~filing~~Employment Agreement.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
99.1						Press Release, dated November 4, 2021, entitled “Intelsat Announces Third Quarter 2021 Results”
104						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	~~INTELSAT S.A.~~	INTELSAT S.A.
Date: November 4, 2021	By:		/s/ David Tolley
		By:	/s/ Michelle Bryan
	Name:		David Tolley
Date: December 2, 2021		Name:	Michelle Bryan
	~~Title:~~	Title:	General Counsel, Chief ~~Financial~~Administrative Officer and Secretary

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