Sec Form 4 Filing - ERGEN CHARLES W @ EchoStar CORP - 2023-12-31

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
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: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
ERGEN CHARLES W
2. Issuer Name and Ticker or Trading Symbol
EchoStar CORP [ SATS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chairman
(Last) (First) (Middle)
100 INVERNESS TERRACE EAST
3. Date of Earliest Transaction (MM/DD/YY)
12/31/2023
(Street)
ENGLEWOOD, CO80112
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
Class A Common Stock 12/31/2023 A 3,844 A 9,966 I By child ( 2 )
Class A Common Stock 12/31/2023 A 761,043 A 766,443 I By Charitable Foundation ( 3 )
Class A Common Stock 12/31/2023 A 2,350,696 A 2,350,696 I I ( 4 )
Class A Common Stock 12/31/2023 A 9,122,802 A 9,122,802 I I ( 5 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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
Class B Common Stock ( 6 ) 12/31/2023 A 9,824,556 ( 6 ) ( 6 ) Class A Common Stock 9,824,556 ( 7 ) 9,824,556 I I ( 5 )
Class B Common Stock ( 6 ) 12/31/2023 A 31,403,491 ( 6 ) ( 6 ) Class A Common Stock 31,403,491 ( 7 ) 31,403,491 I I ( 8 )
Class B Common Stock ( 6 ) 12/31/2023 A 19,999,989 ( 6 ) ( 6 ) Class A Common Stock 19,999,989 ( 7 ) 28,799,989 I I ( 9 )
Class B Common Stock ( 6 ) 12/31/2023 A 22,382,661 ( 6 ) ( 6 ) Class A Common Stock 22,382,661 ( 7 ) 35,190,866 I I ( 4 )
Class B Common Stock ( 6 ) ( 6 ) ( 6 ) Class A Common Stock 5,181,574 5,181,574 I I ( 10 )
Class B Common Stock ( 6 ) ( 6 ) ( 6 ) Class A Common Stock 14,500,000 14,500,000 I I ( 11 )
Class B Common Stock ( 6 ) ( 6 ) ( 6 ) Class A Common Stock 2,687,900 2,687,900 I I ( 12 )
Class B Common Stock ( 6 ) ( 6 ) ( 6 ) Class A Common Stock 3,693,428 3,693,428 I I ( 13 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ERGEN CHARLES W
100 INVERNESS TERRACE EAST
ENGLEWOOD, CO80112
X X Chairman
ERGEN CANTEY
100 INVERNESS TERRACE EAST
ENGLEWOOD, CO80112
X X Senior Advisor
Signatures
/s/ Charles W. Ergen, by Dean A. Manson, his Attorney-in-Fact 01/03/2024
Signature of Reporting Person Date
/s/ Cantey M. Ergen, by Dean A. Manson, her Attorney-In-Fact 01/03/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Received in exchange for shares of Class A Common Stock, par value $.01 par value per share ("DISH Class A Common Stock"), of DISH Network Corporation, a Nevada corporation ("DISH") in connection with the Amended and Restated Agreement and Plan of Merger, dated as of October 2, 2023 ("Merger Agreement"), by and between the Issuer, DISH and EAV Corp., a Nevada corporation and a wholly owned direct subsidiary of the Issuer ("Merger Sub"). Pursuant to the Merger Agreement, on December 31, 2023, Merger Sub merged with and into DISH with DISH surviving the merger as a wholly owned subsidiary of the Issuer (the "Merger"). At the effective time of the Merger (the "Effective Time"), each outstanding share of DISH Class A Common Stock was converted into the right to receive a number of Issuer Class A Common Stock equal to 0.350877 (the "Exchange Ratio").
( 2 )The reporting persons disclaim beneficial ownership of these shares, except to the extent of their pecuniary interest therein and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
( 3 )These shares are held by a charitable foundation. The reporting persons are officers of the charitable foundation and share voting and dispositive power for the foundation. The reporting persons disclaim beneficial ownership of the shares, except to the extent of their pecuniary interest therein and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
( 4 )These shares are held by Telluray Holdings, LLC ("Telluray"). Mrs. Ergen has sole voting power over the shares held by Telluray and Mr. Ergen and Mrs. Ergen share dispositive power over the shares held by Telluray. The reporting persons disclaim beneficial ownership of the shares, except to the extent of their pecuniary interest therein and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
( 5 )On May 12, 2023, Mr. Charles W. Ergen established the Ergen Two-Year May 2023 DISH GRAT (the "2023 May DISH GRAT") and contributed a total of 26,000,000 shares of DISH Class A Common Stock and 28,000,000 shares of Class B Common Stock, par value $0.01 per share of DISH ("DISH Class B Common Stock") to such trust. In connection with the Merger, such shares converted into the right to receive 9,122,802 shares of Issuer Class A Common Stock and 9,824,556 shares of Issuer Class B Common Stock, respectively. The 2023 May DISH GRAT is scheduled to expire in accordance with its terms on May 12, 2025. Mrs. Cantey M. Ergen serves as the trustee of the 2023 May DISH GRAT.
( 6 )The holder of Class B shares may elect to convert any or all of their Class B shares into an equal number of Class A shares at any time for no additional consideration.
( 7 )Received in exchange for shares of DISH Class B Common Stock in connection with the Merger. At the Effective Time, each outstanding share of DISH Class B Common Stock was converted into the right to receive a number of shares of Issuer Class B Common Stock equal to the Exchange Ratio.
( 8 )On June 26, 2023, Mr. Ergen established the Ergen Two-Year June 2023 DISH GRAT (the "2023 June DISH GRAT") and contributed a total of 89,500,000 shares of DISH Class B Common Stock to such trust. In connection with the Merger, such shares converted into the right to receive 31,403,491 shares of Issuer Class B Common Stock. The 2023 June DISH GRAT is scheduled to expire in accordance with its terms on June 26, 2025. Mrs. Cantey M. Ergen serves as the trustee of the 2023 June DISH GRAT.
( 9 )On December 22, 2023, Mr. Ergen established the Ergen Two-Year December 2023 SATS GRAT (the "2023 December GRAT") and contributed a total of 8,800,000 Issuer Class B shares and 57,000,000 shares of DISH Class B Common Stock to such trust. In connection with the Merger, such DISH shares converted into the right to receive 19,999,989 shares of Issuer Class B Common Stock. The 2023 December GRAT is scheduled to expire in accordance with its terms on December 22, 2025. Mrs. Cantey M. Ergen serves as the trustee of the 2023 December GRAT.
( 10 )On December 21, 2022, Mr. Ergen established the Ergen Two-Year December 2022 SATS GRAT (the "2022 December GRAT") and contributed a total of 13,900,000 Issuer Class B shares to such trust. The 2022 December GRAT currently holds 5,181,574 Class B shares and is scheduled to expire in accordance with its terms on December 21, 2024. Mrs. Cantey M. Ergen serves as the trustee of the 2022 December GRAT.
( 11 )On June 23, 2023, Mr. Ergen established the Ergen Two-Year June 2023 SATS GRAT (the "2023 June GRAT") and contributed a total of 14,500,000 Issuer Class B shares to such trust. The 2023 June GRAT is scheduled to expire in accordance with its terms on June 23, 2025. Mrs. Cantey M. Ergen serves as the trustee of the 2023 June GRAT.
( 12 )On June 23, 2022, Mr. Ergen established the Ergen Two-Year June 2022 SATS GRAT (the "2022 June GRAT") and contributed a total of 7,000,000 Issuer Class B shares to such trust. The 2022 June GRAT currently holds 2,687,900 Class B shares. The 2022 June GRAT is scheduled to expire in accordance with its terms on June 23, 2024. Mrs. Cantey M. Ergen serves as the trustee of the 2022 June GRAT.
( 13 )On March 31, 2022, Mr. Ergen established the Ergen Two-Year March 2022 SATS GRAT (the "2022 March GRAT") and contributed a total of 9,900,000 Issuer Class B shares to such trust. The 2022 March GRAT currently holds 3,693,428 Class B shares and is scheduled to expire in accordance with its terms on March 31, 2024. Mrs. Cantey M. Ergen serves as the trustee of the 2022 March GRAT.

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).

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