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Item 1(a).

Name of Issuer:

 

Iridium Communications Inc.

 

Item 1(b).

Address of Issuer’s Principal Executive Offices:

 

6707 Democracy Boulevard, Suite 300, Bethesda, Maryland 20817.

 

Item 2(a).

Name of Person Filing:

 

Greenhill & Co., Inc.

 

Item 2(b).

Address of Principal Business Office or, if None, Residence:

 

300 Park Avenue, New York, NY 10022.

 

Item 2(c).

Citizenship:

 

See item 4 on Cover Pages to this Schedule 13G.

 

Item 2(d).

Title of Class of Securities:

 

Common Stock, $0.001 par value per share (“Common Stock”).

 

Item 2(e).

CUSIP Number:

 

46269C102

 

Item 3.

If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

 

(a)

o  Broker or dealer registered under Section 15 of the Exchange Act;

 

(b)

o  Bank as defined in Section 3(a)(6) of the Exchange Act;

 

(c)

o  Insurance company as defined in Section 3(a)(19) of the Exchange Act;

 

(d)

o  Investment company registered under Section 8 of the Investment Company Act;

 

(e)

o  An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

 

(f)

o  An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

 

(g)

o  A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

 

(h)

o  A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

 

(i)

o  A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

 

(j)

o  Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

 

If this statement is filed pursuant to Rule 13d-1(c), check this box.  o 

 

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Item 4.

Ownership.

 

The filing of this statement should not be construed as an admission by any person that such person is, for purposes of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of any securities covered by this statement, other than the securities set forth opposite such person’s name in the table in Item 4(c) below.

 

(a)

Amount beneficially owned:

 

12,924,016

 

Greenhill & Co., Inc. owns 8,924,016 shares of Common Stock and warrants to acquire 4,000,000 shares of Common Stock.

 

(b)

Percent of class: 17.4%

 

Percent of class is based on the number of outstanding shares of Common Stock reported by Iridium Communications Inc. in its most recently filed Form 10-Q, as adjusted for the issuance of 4,000,000 shares of Common Stock upon the exercise of the warrants described in item 4(a) above.

 

(c)

Number of shares as to which such person has:

 

(i)

Sole power to vote or to direct the vote:  12,924,016

 

(ii)

Shared power to vote or to direct the vote:  None

 

(iii)

Sole power to dispose or to direct the disposition of:  12,924,016

 

(iv)

Shared power to dispose or to direct the disposition of:  None

 

Item 5.

Ownership of Five Percent or Less of a Class.

 

Not applicable.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

 

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group.

 

Not applicable.

 

Item 9.

Notice of Dissolution of Group.

 

Not applicable.

 

Item 10.

Certifications.

 

Not applicable.

 

Page 4 of 5

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SIGNATURE

 

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

 

	Date: February 10, 2010
	GREENHILL & CO., INC.
	By:	/s/ Ulrika Ekman
		Name: Ulrika Ekman
		Title: General Counsel and Secretary

 

 

 

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