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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

MIKLES LEE E
2. Issuer Name and Ticker or Trading Symbol

Pendrell Corp [ PCOA ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
President and CEO
(Last)          (First)          (Middle)

2300 CARILLON POINT
3. Date of Earliest Transaction (MM/DD/YYYY)

2/15/2018
(Street)

KIRKLAND, WA 98033
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 (1)2/15/2018  M  1,000 A$0 5,112 D  
Class A Common Stock         74 I By spouse 
Class A Common Stock         86 I By trust for the benefit of children 
Class A Common Stock         10 I By trust for the benefit of daughter 
Class A Common Stock         1 I By custodial account for the benefit of son 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Unit Award (2)$0 (3)2/15/2018  M     1,000  2/15/2018 (4)6/15/2025 Class A Common Stock 1,000 $0 1,000 D  

Explanation of Responses:
(1) Vested restricted stock units were distributed to the reporting person, without payment, in shares of Class A Common Stock on a unit-for-share basis on the vesting date.
(2) Each restricted stock unit represents a contingent right to receive one share of Pendrell Corporation Class A Common Stock.
(3) Converts into Class A Common Stock on a unit-for-share basis on the vesting date.
(4) On June 15, 2015, the reporting person was granted 3,000 performance based restricted stock units. 1,000 of those restricted stock units vested on February 15, 2018 due to the Company's achievement of its 2017 performance objectives. If the reporting person remains engaged, 1,000 restricted stock units will vest on February 15, 2019, but only to the extent the Company achieves its performance objectives for the preceding calendar year under its then-applicable incentive plan.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
MIKLES LEE E
2300 CARILLON POINT
KIRKLAND, WA 98033
X
President and CEO

Signatures
/s/ Timothy M. Dozois, Attorney-in-Fact2/16/2018
**Signature of Reporting PersonDate


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