Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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
OMB APPROVAL
OMB Number: 3235-0104
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
  Richardson Scott Gardner
 2. Date of Event Requiring Statement (Month/Day/Year)
05/19/2014		 3. Issuer Name and Ticker or Trading Symbol
Pendrell Corp [PCO]
(Last)
(First)
(Middle)
2300 CARILLON POINT		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP & Chief Product Officer
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

KIRKLAND, WA 98033		 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 Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Class A Common Stock 142,294 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) 08/24/2013(2) 08/24/2022 Class A Common Stock 243,750 $ 1.21 D  
Employee Stock Option (Right to Buy) 08/15/2013(3) 08/15/2022 Class A Common Stock 225,000 $ 1.24 D  
Employee Stock Option (Right to Buy) 02/28/2015(4) 02/24/2024 Class A Common Stock 250,000 $ 1.52 D  
Restricted Stock Unit Award 08/24/2013(5) 08/24/2022 Class A Common Stock 30,469 $ 0 (6) D  
Restricted Stock Unit Award 08/24/2012(7) 08/24/2016 Class A Common Stock 20,312 $ 0 (6) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Richardson Scott Gardner
2300 CARILLON POINT
KIRKLAND, WA 98033		       VP & Chief Product Officer  

Signatures

/s/ Timothy M. Dozois, Attorney-in-Fact 05/23/2014
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Includes 75,000 shares of restricted stock that are subject to vesting conditions as established by the Compensation Committee of the Issuer's Board of Directors.
(2) 25% of the options vest on each of August 24, 2013, August 24, 2014, August 24, 2015 and August 24, 2016, subject to the continued employment of the Reporting Person through such dates.
(3) 25% of the options vest on each of August 15, 2013, August 15, 2014, August 15, 2015 and August 15, 2016, subject to the continued employment of the Reporting Person through such dates.
(4) 25% of the options vest on each of February 28, 2015, February 28, 2016, February 28, 2017 and February 28, 2018, subject to the continued employment of the Reporting Person through such dates.
(5) 10,156 restricted stock units vest on August 24, 2014, 10,156 restricted stock units vest on August 24, 2015 and 10,157 restricted stock units vest on August 24, 2016, subject to the continued employment of the Reporting Person through such dates.
(6) Converts into Class A Common Stock on a one-for-one basis upon vesting.
(7) The restricted stock units will vest when the average closing share price of the Issuer's Class A Common Stock for any 60 consecutive calendar days, as reported on Nasdaq, is $3.00 or higher, subject to the continued employment of the Reporting Person through such date.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.