Sec Form 13D Filing - ERGEN CHARLES W filing for DISH Network CORP (DISH) - 2023-08-08

 

 

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

 

SCHEDULE 13D/A

 

Under the Securities Exchange Act of 1934
(Amendment No. 70)*

 

DISH NETWORK CORPORATION 

(Name of Issuer)

 

CLASS A COMMON STOCK, $0.01 PAR VALUE PER SHARE 

(Title of Class of Securities)

 

25470M 109 

(CUSIP Number)

 

Timothy A. Messner 

Executive Vice President and General Counsel 

DISH Network Corporation 

9601 S. Meridian Blvd. 

Englewood, Colorado 80112 

(303) 723-1000 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

August 8, 2023 

(Date of Event Which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

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.

 

 

 

CUSIP No.  25470M 109

 

1	Name of Reporting Person
	Charles W. Ergen
2	Check the Appropriate Box if a Member of a Group:
	(a)  ¨
	(b)  x
3	SEC Use Only
4	Source of Funds
	OO
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
	¨
6	Citizenship or Place of Organization
	U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	Sole Voting Power
			268,411 SHARES (1) (2)
			2,617,338 SIXTY DAY SHARES (3)
		8	Shared Voting Power
			273,156,654 SHARES (1) (4)
		9	Sole Dispositive Power
			268,411 SHARES (1) (2)
			2,617,338 SIXTY DAY SHARES (3)
		10	Shared Dispositive Power
			273,156,654 SHARES (1) (4)
11	Aggregate Amount Beneficially Owned by the Reporting Person
	276,042,403
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares
	¨
13	Percent of Class Represented by Amount in Row (11)
	Approximately 51.5% (5)
14	Type of Reporting Person
	IN

(1) Includes shares of Class A Common Stock (“Class A Common Stock”) and Class B Common Stock (“Class B Common Stock”) of DISH Network Corporation (“DISH Network”). The shares of Class B Common Stock are convertible into shares of Class A Common Stock on a one-for-one basis at any time.

 

(2) Consists of: (i) 85,582 shares of Class A Common Stock owned beneficially directly by Mr. Ergen; (ii) 21,589 shares of Class A Common Stock owned beneficially indirectly by Mr. Ergen through DISH Network’s 401(k) Employee Savings Plan; and (iii) 161,240 shares of Class B Common Stock owned beneficially directly by Mr. Ergen.

 

(3) “Sixty Day Shares” are shares of Class A Common Stock deemed to be owned beneficially under Rule 13d-3(d)(1) because Mr. Ergen has the right to acquire beneficial ownership of such shares within 60 days of the date hereof.

 

(4) Consists of: (i) 448 shares of Class A Common Stock owned beneficially directly by Mr. Ergen’s spouse, Cantey M. Ergen; (ii) 2,817 shares of Class A Common Stock owned beneficially indirectly by Mrs. Ergen through DISH Network’s 401(k) Employee Savings Plan; (iii) 10,957 shares of Class A Common Stock owned beneficially by one of Mr. and Mrs. Ergen’s children; (iv) 2,168,975 shares of Class A Common Stock held by a charitable foundation for which Mr. Ergen is an officer and for which he shares voting and dispositive power with Mrs. Ergen; (v) 63,790,620 shares of Class B Common Stock and 6,699,489 shares of Class A Common Stock held by Telluray Holdings, LLC (“Telluray Holdings”), for which Mrs. Ergen has sole voting power as a manager of Telluray Holdings and for which Mr. Ergen and Mrs. Ergen share dispositive power as the managers of Telluray Holdings; (vi) 1,983,348 shares of Class B Common Stock owned beneficially by Mrs. Ergen solely by virtue of her position as trustee of the Ergen Two-Year December 2021 DISH GRAT (the “Two-Year December 2021 GRAT”); (vii) 55,000,000 shares of Class B Common Stock owned beneficially by Mrs. Ergen solely by virtue of her position as trustee of the Ergen Two-Year December 2022 DISH GRAT (the “Two-Year December 2022 GRAT”); (viii) 26,000,000 shares of Class A Common Stock and 28,000,000 shares of Class B Common Stock owned beneficially by Mrs. Ergen solely by virtue of her position as trustee of the Ergen Two-Year May 2023 DISH GRAT (the “Two-Year May 2023 GRAT”); and (ix) 89,500,000 shares of Class B Common Stock owned beneficially by Mrs. Ergen solely by virtue of her position as trustee of the Ergen Two-Year June 2023 DISH GRAT (the “Two-Year June 2023 GRAT”).

 

(5) Based on 295,424,040 shares of Class A Common Stock outstanding on August 4, 2023 and assuming conversion of all the shares of Class B Common Stock held by Mr. Ergen into Class A Common Stock. Because each share of Class B Common Stock is entitled to 10 votes per share, Mr. Ergen owns beneficially equity securities of DISH Network representing approximately 90.3% of the voting power of DISH Network (assuming no conversion of the Class B Common Stock). 

 

 

CUSIP No.  25470M 109 

 

1	Name of Reporting Person
	Cantey M. Ergen
2	Check the Appropriate Box if a Member of a Group:
	(a)  ¨
	(b)  x
3	SEC Use Only
4	Source of Funds
	OO
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
	¨
6	Citizenship or Place of Organization
	U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	Sole Voting Power
			270,976,722 SHARES (1) (2) 20,000 SIXTY DAY SHARES (3)
		8	Shared Voting Power
			2,448,343 SHARES (1) (4)
		9	Sole Dispositive Power
			200,486,613 SHARES (1) (5) 20,000 SIXTY DAY SHARES (3)
		10	Shared Dispositive Power
			72,938,452 SHARES (1) (6)
11	Aggregate Amount Beneficially Owned by the Reporting Person
	273,445,065
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares
	¨
13	Percent of Class Represented by Amount in Row (11)
	Approximately 51.2% (7)
14	Type of Reporting Person
	IN

(1)  Includes shares of Class A Common Stock and Class B Common Stock. The shares of Class B Common Stock are convertible into shares of Class A Common Stock on a one-for-one basis at any time.

 

(2) Consists of: (i) 448 shares of Class A Common Stock owned beneficially directly by Mrs. Ergen; (ii) 2,817 shares of Class A Common Stock owned beneficially indirectly by Mrs. Ergen through DISH Network’s 401(k) Employee Savings Plan; (iii) 63,790,620 shares of Class B Common Stock and 6,699,489 shares of Class A Common Stock held by Telluray Holdings, for which Mrs. Ergen has sole voting power as a manager of Telluray Holdings; (iv) 1,983,348 shares of Class B Common Stock owned beneficially by Mrs. Ergen solely by virtue of her position as trustee of the Two-Year December 2021 GRAT; (v) 55,000,000 shares of Class B Common Stock owned beneficially by Mrs. Ergen solely by virtue of her position as trustee of the Two-Year December 2022 GRAT; (vi) 26,000,000 shares of Class A Common Stock and 28,000,000 shares of Class B Common Stock owned beneficially by Mrs. Ergen solely by virtue of her position as trustee of the Two-Year May 2023 GRAT; and (vii) 89,500,000 shares of Class B Common Stock owned beneficially by Mrs. Ergen solely by virtue of her position as trustee of the Two-Year June 2023 GRAT. There is no arrangement or agreement between Telluray Holdings and any of the trusts identified in clauses (iv) - (vii) above to vote any shares of DISH Network. Mrs. Ergen exercises voting power with respect to Telluray Holdings and each such trust independently, and with respect to the trusts identified in clauses (iv) through (vii), in accordance with her fiduciary responsibilities to the beneficiaries of such trusts.

 

(3) “Sixty Day Shares” are shares of Class A Common Stock deemed to be owned beneficially under Rule 13d-3(d)(1) because Mrs. Ergen has the right to acquire beneficial ownership of such shares within 60 days of the date hereof.

 

(4) Consists of: (i) 85,582 shares of Class A Common Stock owned beneficially directly by Mr. Ergen, Mrs. Ergen’s spouse; (ii) 21,589 shares of Class A Common Stock owned beneficially indirectly by Mr. Ergen through DISH Network’s 401(k) Employee Savings Plan; (iii) 161,240 shares of Class B Common Stock owned beneficially directly by Mr. Ergen; (iv) 10,957 shares of Class A Common Stock owned beneficially by one of Mr. and Mrs. Ergen’s children; and (v) 2,168,975 shares of Class A Common Stock held by a charitable foundation for which Mrs. Ergen is an officer and for which she shares voting and dispositive power with Mr. Ergen.

 

(5) Consists of: (i) 448 shares of Class A Common Stock owned beneficially directly by Mrs. Ergen; (ii) 2,817 shares of Class A Common Stock owned beneficially indirectly by Mrs. Ergen through DISH Network’s 401(k) Employee Savings Plan; (iii) 1,983,348 shares of Class B Common Stock owned beneficially by Mrs. Ergen solely by virtue of her position as trustee of the Two-Year December 2021 GRAT; (iv) 55,000,000 shares of Class B Common Stock owned beneficially by Mrs. Ergen solely by virtue of her position as trustee of the Two-Year December 2022 GRAT; (v) 26,000,000 shares of Class A Common Stock and 28,000,000 shares of Class B Common Stock owned beneficially by Mrs. Ergen solely by virtue of her position as trustee of the Two-Year May 2023 GRAT; and (vi) 89,500,000 shares of Class B Common Stock owned beneficially by Mrs. Ergen solely by virtue of her position as trustee of the Two-Year June 2023 GRAT. There is no arrangement or agreement between any of the trusts identified in clauses (iii) - (vi) above to dispose of any shares of DISH Network. Mrs. Ergen exercises dispositive power with respect to each such trust independently and in accordance with her fiduciary responsibilities to the beneficiaries of such trusts.

 

(6) Consists of: (i) 85,582 shares of Class A Common Stock owned beneficially directly by Mr. Ergen, Mrs. Ergen’s spouse; (ii) 21,589 shares of Class A Common Stock owned beneficially indirectly by Mr. Ergen through DISH Network’s 401(k) Employee Savings Plan; (iii) 161,240 shares of Class B Common Stock owned beneficially directly by Mr. Ergen; (iv) 10,957 shares of Class A Common Stock owned beneficially by one of Mr. and Mrs. Ergen’s children; (v) 2,168,975 shares of Class A Common Stock held by a charitable foundation for which Mrs. Ergen is an officer and for which she shares voting and dispositive power with Mr. Ergen; and (vi) 63,790,620 shares of Class B Common Stock and 6,699,489 shares of Class A Common Stock held by Telluray Holdings, for which Mr. Ergen and Mrs. Ergen share dispositive power as the managers of Telluray Holdings.

 

(7) Based on 295,424,040 shares of Class A Common Stock outstanding on August 4, 2023 and assuming conversion of all the shares of Class B Common Stock held by Mrs. Ergen into Class A Common Stock. Because each share of Class B Common Stock is entitled to 10 votes per share, Mrs. Ergen owns beneficially equity securities of DISH Network representing approximately 90.3% of the voting power of DISH Network (assuming no conversion of the Class B Common Stock).

 

 

CUSIP No.  25470M 109

 

1	Name of Reporting Person
	Ergen Two-Year December 2021 DISH GRAT
2	Check the Appropriate Box if a Member of a Group:
	(a)  ¨
	(b)  x
3	SEC Use Only
4	Source of Funds
	OO
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
	¨
6	Citizenship or Place of Organization
	Colorado
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	Sole Voting Power
			1,983,348 SHARES (1)
		8	Shared Voting Power
			0
		9	Sole Dispositive Power
			1,983,348 SHARES (1)
		10	Shared Dispositive Power
			0
11	Aggregate Amount Beneficially Owned by the Reporting Person
	1,983,348 SHARES
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares
	¨
13	Percent of Class Represented by Amount in Row (11)
	Approximately 0.7% (2)
14	Type of Reporting Person
	OO

(1) All of the shares beneficially held by the Two-Year December 2021 GRAT are shares of Class B Common Stock. The shares of Class B Common Stock are convertible into shares of Class A Common Stock on a one-for-one basis at any time.

 

(2) Based on 295,424,040 shares of Class A Common Stock outstanding on August 4, 2023 and assuming conversion of all the shares of Class B Common Stock held by the Two-Year December 2021 GRAT into Class A Common Stock. Because such Class B Common Stock is convertible on a one-for-one basis into Class A Common Stock, assuming conversion of all shares of outstanding Class B Common Stock into Class A Common Stock, the percentage of the Class A Common Stock that the Two-Year December 2021 GRAT may be deemed to own beneficially would be approximately 0.4%. Because each share of Class B Common Stock is entitled to 10 votes per share, the Two-Year December 2021 GRAT owns beneficially equity securities of DISH Network representing approximately 0.7% of the voting power of DISH Network (assuming no conversion of the Class B Common Stock).

 

 

CUSIP No.  25470M 109

 

1	Name of Reporting Person
	Ergen Two-Year December 2022 DISH GRAT
2	Check the Appropriate Box if a Member of a Group:
	(a)  ¨
	(b)  x
3	SEC Use Only
4	Source of Funds
	OO
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
	¨
6	Citizenship or Place of Organization
	Colorado
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	Sole Voting Power
			55,000,000 SHARES (1)
		8	Shared Voting Power
			0
		9	Sole Dispositive Power
			55,000,000 SHARES (1)
		10	Shared Dispositive Power
			0
11	Aggregate Amount Beneficially Owned by the Reporting Person
	55,000,000 SHARES
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares
	¨
13	Percent of Class Represented by Amount in Row (11)
	Approximately 15.7% (2)
14	Type of Reporting Person
	OO

(1) All of the shares beneficially held by the Two-Year December 2022 GRAT are shares of Class B Common Stock. The shares of Class B Common Stock are convertible into shares of Class A Common Stock on a one-for-one basis at any time.

 

(2) Based on 295,424,040 shares of Class A Common Stock outstanding on August 4, 2023 and assuming conversion of all the shares of Class B Common Stock held by the Two-Year December 2022 GRAT into Class A Common Stock. Because such Class B Common Stock is convertible on a one-for-one basis into Class A Common Stock, assuming conversion of all shares of outstanding Class B Common Stock into Class A Common Stock, the percentage of the Class A Common Stock that the Two-Year December 2022 GRAT may be deemed to own beneficially would be approximately 10.3%. Because each share of Class B Common Stock is entitled to 10 votes per share, the Two-Year December 2022 GRAT owns beneficially equity securities of DISH Network representing approximately 20.5% of the voting power of DISH Network (assuming no conversion of the Class B Common Stock).

 

 

CUSIP No.  25470M 109

 

1	Name of Reporting Person
	Ergen Two-Year May 2023 DISH GRAT
2	Check the Appropriate Box if a Member of a Group:
	(a)  ¨
	(b)  x
3	SEC Use Only
4	Source of Funds
	OO
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
	¨
6	Citizenship or Place of Organization
	Colorado
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	Sole Voting Power
			54,000,000 SHARES (1)
		8	Shared Voting Power
			0
		9	Sole Dispositive Power
			54,000,000 SHARES (1)
		10	Shared Dispositive Power
			0
11	Aggregate Amount Beneficially Owned by the Reporting Person
	54,000,000 SHARES
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares
	¨
13	Percent of Class Represented by Amount in Row (11)
	Approximately 16.7% (2)
14	Type of Reporting Person
	OO

(1) Includes 26,000,000 shares of Class A Common Stock and 28,000,000 shares of Class B Common Stock. The shares of Class B Common Stock are convertible into shares of Class A Common Stock on a one-for-one basis at any time.

 

(2) Based on 295,424,040 shares of Class A Common Stock outstanding on August 4, 2023 and assuming conversion of all the shares of Class B Common Stock held by the Two-Year May 2023 GRAT into Class A Common Stock. Because such Class B Common Stock is convertible on a one-for-one basis into Class A Common Stock, assuming conversion of all shares of outstanding Class B Common Stock into Class A Common Stock, the percentage of the Class A Common Stock that the Two-Year May 2023 GRAT may be deemed to own beneficially would be approximately 10.1%. Because each share of Class B Common Stock is entitled to 10 votes per share, the Two-Year May 2023 GRAT owns beneficially equity securities of DISH Network representing approximately 11.4% of the voting power of DISH Network (assuming no conversion of the Class B Common Stock).

 

 

CUSIP No.  25470M 109

 

1	Name of Reporting Person
	Ergen Two-Year June 2023 DISH GRAT
2	Check the Appropriate Box if a Member of a Group:
	(a)  ¨
	(b)  x
3	SEC Use Only
4	Source of Funds
	OO
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
	¨
6	Citizenship or Place of Organization
	Colorado
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	Sole Voting Power
			89,500,000 SHARES (1)
		8	Shared Voting Power
			0
		9	Sole Dispositive Power
			89,500,000 SHARES (1)
		10	Shared Dispositive Power
			0
11	Aggregate Amount Beneficially Owned by the Reporting Person
	89,500,000 SHARES
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares
	¨
13	Percent of Class Represented by Amount in Row (11)
	Approximately 23.3% (2)
14	Type of Reporting Person
	OO

(1) All of the shares beneficially held by the Two-Year June 2023 GRAT are shares of Class B Common Stock. The shares of Class B Common Stock are convertible into shares of Class A Common Stock on a one-for-one basis at any time.

 

(2) Based on 295,424,040 shares of Class A Common Stock outstanding on August 4, 2023 and assuming conversion of all the shares of Class B Common Stock held by the Two-Year June 2023 GRAT into Class A Common Stock. Because such Class B Common Stock is convertible on a one-for-one basis into Class A Common Stock, assuming conversion of all shares of outstanding Class B Common Stock into Class A Common Stock, the percentage of the Class A Common Stock that the Two-Year June 2023 GRAT may be deemed to own beneficially would be approximately 16.8%. Bec ause each share of Class B Common Stock is entitled to 10 votes per share, the Two-Year June 2023 GRAT owns beneficially equity securities of DISH Network representing approximately 33.4% of the voting power of DISH Network (assuming no conversion of the Class B Common Stock).

 

 

CUSIP No.  25470M 109

 

1	Name of Reporting Person
	Telluray Holdings, LLC
2	Check the Appropriate Box if a Member of a Group:
	(a)  ¨
	(b)  x
3	SEC Use Only
4	Source of Funds
	OO
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
	¨
6	Citizenship or Place of Organization
	Wyoming
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	Sole Voting Power
			70,490,109 SHARES (1)
		8	Shared Voting Power
			0
		9	Sole Dispositive Power
			70,490,109 SHARES (1)
		10	Shared Dispositive Power
			0
11	Aggregate Amount Beneficially Owned by the Reporting Person
	70,490,109 SHARES
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares
	¨
13	Percent of Class Represented by Amount in Row (11)
	Approximately 19.6% (2)
14	Type of Reporting Person
	OO

(1) Includes shares of Class A Common Stock and Class B Common Stock, of which Telluray Holdings is the beneficial owner. The shares of Class B Common Stock are convertible into shares of Class A Common Stock on a one-for-one basis at any time. Consists of: (i) 63,790,620 shares of Class B Common Stock; and (ii) 6,699,489 shares of Class A Common Stock, for which Mrs. Ergen has sole voting power as a manager of Telluray Holdings and for which Mr. Ergen and Mrs. Ergen share dispositive power as the managers of Telluray Holdings.

 

(2) Based on 295,424,040 shares of Class A Common Stock outstanding on August 4, 2023 and assuming conversion of all the shares of Class B Common Stock held by Telluray Holdings into Class A Common Stock. Because such Class B Common Stock is convertible on a one-for-one basis into Class A Common Stock, assuming conversion of all shares of outstanding Class B Common Stock into Class A Common Stock, the percentage of the Class A Common Stock that Telluray Holdings may be deemed to own beneficially would be approximately 13.2%. Because each share of Class B Common Stock is entitled to 10 votes per share, Telluray Holdings owns beneficially equity securities of DISH Network representing approximately 24.1% of the voting power of DISH Network (assuming no conversion of the Class B Common Stock).

 

 

Item 2. Identity and Background.

 

Item 2 is amended and restated as follows:

 

This statement is being filed jointly by: (a) Charles W. Ergen; (b) Cantey M. Ergen; (c) the Two-Year December 2021 GRAT; (d) the Two-Year December 2022 GRAT; (e) the Two-Year May 2023 GRAT; (f) the Two-Year June 2023 GRAT; and (g) Telluray Holdings, who are together referred to as the “Reporting Persons.” This Schedule 13D relates solely to, and is being filed for, shares held by Mr. and Mrs. Ergen, the Two-Year December 2021 GRAT, the Two-Year December 2022 GRAT, the Two-Year May 2023 GRAT, the Two-Year June 2023 GRAT and Telluray Holdings.

 

(A) Charles W. Ergen

 

Mr. Ergen’s principal occupation is Chairman of DISH Network and Chairman of EchoStar Corporation (“EchoStar”), and his principal address is 9601 S. Meridian Blvd., Englewood, Colorado 80112. Mr. Ergen has not, during the last five years: (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activity subject to, federal or state securities laws or finding any violation with respect to such laws. Mr. Ergen is a citizen of the United States.

 

(B) Cantey M. Ergen

 

Mrs. Ergen is a Senior Advisor and member of the Board of Directors of DISH Network and her principal address is 9601 S. Meridian Blvd., Englewood, Colorado 80112. Mrs. Ergen has not, during the last five years: (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activity subject to, federal or state securities laws or finding any violation with respect to such laws. Mrs. Ergen is a citizen of the United States.

 

(C) Two-Year December 2021 GRAT

 

The Two-Year December 2021 GRAT was formed under the laws of the State of Colorado and its principal business is to hold a portion of the assets and estate of Mr. Ergen. Its address is c/o Cantey M. Ergen, as Trustee, at 9601 S. Meridian Blvd., Englewood, Colorado 80112. The Two-Year December 2021 GRAT has not, during the last five years: (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activity subject to, federal or state securities laws or finding any violation with respect to such laws. As trustee of the Two-Year December 2021 GRAT, Mrs. Ergen is vested with sole voting and dispositive power over the 1,983,348 shares of Class B Common Stock held by the Two-Year December 2021 GRAT, except as set forth in Item 6.

 

(D) Two-Year December 2022 GRAT

 

The Two-Year December 2022 GRAT was formed under the laws of the State of Colorado and its principal business is to hold a portion of the assets and estate of Mr. Ergen. Its address is c/o Cantey M. Ergen, as Trustee, at 9601 S. Meridian Blvd., Englewood, Colorado 80112. The Two-Year December 2022 GRAT has not, during the last five years: (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activity subject to, federal or state securities laws or finding any violation with respect to such laws. As trustee of the Two-Year December 2022 GRAT, Mrs. Ergen is vested with sole voting and dispositive power over the 55,000,000 shares of Class B Common Stock held by the Two-Year December 2022 GRAT, except as set forth in Item 6.

 

 

(E) Two-Year May 2023 GRAT

 

The Two-Year May 2023 GRAT was formed under the laws of the State of Colorado and its principal business is to hold a portion of the assets and estate of Mr. Ergen. Its address is c/o Cantey M. Ergen, as Trustee, at 9601 S. Meridian Blvd., Englewood, Colorado 80112. The Two-Year May 2023 GRAT has not, during the last five years: (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activity subject to, federal or state securities laws or finding any violation with respect to such laws. As trustee of the Two-Year May 2023 GRAT, Mrs. Ergen is vested with sole voting and dispositive power over the 26,000,000 shares of Class A Common Stock and 28,000,000 shares of Class B Common Stock held by the Two-Year May 2023 GRAT, except as set forth in Item 6.

 

(F) Two-Year June 2023 GRAT

 

The Two-Year June 2023 GRAT was formed under the laws of the State of Colorado and its principal business is to hold a portion of the assets and estate of Mr. Ergen. Its address is c/o Cantey M. Ergen, as Trustee, at 9601 S. Meridian Blvd., Englewood, Colorado 80112. The Two-Year June 2023 GRAT has not, during the last five years: (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activity subject to, federal or state securities laws or finding any violation with respect to such laws. As trustee of the Two-Year June 2023 GRAT, Mrs. Ergen is vested with sole voting and dispositive power over the 89,500,000 shares of Class B Common Stock held by the Two-Year June 2023 GRAT, except as set forth in Item 6.

 

(G) Telluray Holdings

 

Telluray Holdings is a limited liability company organized under the laws of the State of Wyoming and its principal business is to hold a portion of the assets and estate of Mr. Ergen and to hold certain assets of certain trusts established for the benefit of his family. Its address is 1623 Central Avenue, Suite 214, Cheyenne, Wyoming 82001. Telluray Holdings has not, during the last five years: (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activity subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Mr. Ergen and certain trusts established for the benefit of his family are the members of Telluray Holdings. Mr. Ergen and Mrs. Ergen are the managers of Telluray Holdings. As a manager of Telluray Holdings, Mrs. Ergen has sole voting power over the 6,699,489 shares of Class A Common Stock and 63,790,620 shares of Class B Common Stock held by Telluray Holdings. As managers of Telluray Holdings, Mr. Ergen and Mrs. Ergen share dispositive power over the shares of Class A Common Stock and shares of Class B Common Stock held by Telluray Holdings.

 

Item 3. Source and Amount of Funds or Other Consideration.

 

Item 3 is hereby amended and supplemented as follows:

 

The information in Item 4 is incorporated by reference herein.

 

Item 4. Purpose of Transaction.

 

Item 4 is hereby amended and supplemented as follows:

 

On August 6, 2023, representatives of a special transaction committee of independent directors of the Board of Directors of DISH Network (the “DISH Special Committee”) updated Mr. Ergen regarding negotiations between the DISH Special Committee and a special committee of the Board of Directors of EchoStar (the “EchoStar Special Committee”) concerning a proposed stock-for-stock merger involving DISH Network and EchoStar (the “Proposed Transaction”). The DISH Special Committee representatives advised Mr. Ergen that the DISH Special Committee remained in negotiations regarding terms of the proposed merger and associated merger agreement and had not made any determination as to whether to recommend the Proposed Transaction to the Board of Directors of DISH Network, as the two special committees had not reached agreement on certain material issues. The representatives of the DISH Special Committee inquired as to whether the Reporting Persons would support the Proposed Transaction, if it were recommended by the DISH Special Committee and approved by the Board of Directors of DISH Network, and advised Mr. Ergen that it would not recommend the Proposed Transaction to the Board of Directors of DISH Network without securing the support from the Reporting Persons. Mr. Ergen informed the representatives of the DISH Special Committee that the Reporting Persons were prepared to negotiate the terms of the support requested by the DISH Special Committee in connection with the Proposed Transaction.

 

 

On August 8, 2023, DISH Network entered into an Agreement and Plan of Merger (the “Merger Agreement”) with EchoStar, and Eagle Sub Corp, a Nevada corporation and a wholly owned subsidiary of DISH (“Merger Sub”). The Merger Agreement provides, among other things, that subject to the satisfaction or waiver of the conditions set forth therein, DISH Network will acquire EchoStar by means of a merger of Merger Sub with and into EchoStar (the “Merger”), with EchoStar surviving the Merger as a wholly-owned subsidiary of DISH Network. On the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of EchoStar Class A Common Stock outstanding immediately prior to the Effective Time, will be converted into the right to receive a number of validly issued, fully paid and non-assessable shares of DISH Network Class A Common Stock, equal to 2.85 (the “Exchange Ratio”). On the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time of the Merger, each share of EchoStar Class B Common Stock outstanding immediately prior to the Effective Time will be converted into the right to receive a number of validly issued, fully paid and non-assessable shares of DISH Network Class B Common Stock, equal to the Exchange Ratio. The DISH Network Common Stock to be issued to the Reporting Persons as part of the Merger consideration will be issued through a private placement exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”). The description contained in this Item 4 of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is described in DISH Network’s Current Report on Form 8-K filed with the Securities and Exchange Act on August 8, 2023 and is incorporated herein by reference.

 

After negotiations with the DISH Special Committee and concurrently with the entry into the Merger Agreement, on August 8, 2023, the Reporting Persons, the Ergen Two-Year March 2022 SATS GRAT, the Ergen Two-Year June 2022 SATS GRAT, the Ergen Two-Year December 2022 SATS GRAT and the Ergen Two-Year June 2023 SATS GRAT (the “Ergen EchoStar Stockholders”), DISH Network and EchoStar entered into a support agreement (the “Support Agreement”). Pursuant to the Support Agreement, the Reporting Persons and the Ergen EchoStar Stockholders have agreed, among other things: (a) not to transfer shares of DISH Common Stock or EchoStar Common Stock prior to the earlier of the Effective Time and the termination of the Merger Agreement in accordance with the terms thereof, subject to certain limited exceptions; (b) to comply with certain obligations of the parties contained in the Merger Agreement; and (c) for a period of three (3) years after closing of the Merger, to not vote the Reporting Persons’ DISH Network Class A Common Stock in any matters submitted to a vote of both the holders of DISH Network Class A Common Stock and DISH Network Class B Common Stock, excluding any DISH Network Class A Common Stock acquired by the Reporting Person’s after closing of the Merger. The foregoing description of the Support Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Support Agreement, which is described in DISH Network’s Current Report on Form 8-K filed with the Securities and Exchange Act on August 8, 2023 and is incorporated herein by reference.

 

The Merger, if consummated, could result in one or more of the actions specified in clauses (a)−(j) of Item 4 of Schedule 13D, including the acquisition or disposition of additional securities of DISH Network and/or EchoStar, a merger or other extraordinary transaction involving DISH Network and EchoStar, a change to the present Board of Directors of DISH Network and/or EchoStar, a change to the present capitalization or dividend policy of DISH Network and/or EchoStar, the delisting of EchoStar’s securities from NASDAQ, and a class of equity securities of EchoStar becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act.

 

Item 5.  Interest in Securities of the Issuer.

 

Item 5 is hereby amended and supplemented as follows:

 

(a)  This filing is for the cumulative share holdings of an affiliated group as of August 8, 2023. See Items 11 and 13 of the cover pages to this Amendment No. 70 for the aggregate number of shares of Class A Common Stock and percentage of Class A Common Stock beneficially owned by each of the Reporting Persons. The Reporting Persons’ beneficial ownership of shares of Class A Common Stock excludes 677,965 shares of Class A Common Stock held by certain trusts established by Mr. Ergen for the benefit of his family. Mr. Ergen and Mrs. Ergen disclaim beneficial ownership of the 63,790,620 shares of Class B Common Stock and the 6,699,489 shares of Class A Common Stock held by Telluray Holdings, except to the extent of their pecuniary interest.

 

 

(b)  See Items 7 through 10 of the cover pages to this Amendment No. 70 for the number of shares of Class A Common Stock beneficially owned by each of the Reporting Persons as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote and sole or shared power to dispose or to direct the disposition.

 

(c)  The Reporting Persons have not effected any transactions in the Class A Common Stock of DISH Network in the last sixty days other than: (i) as described herein; and (ii) as reflected in Amendment No. 68 and Amendment No. 69 to this Schedule 13D.

 

(d)  Not applicable.

 

(e)  Not applicable.

 

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

 

Item 6 is hereby amended and supplemented as follows:

 

Except as disclosed below and elsewhere in this Schedule 13D, none of the Reporting Persons is party to any contracts, arrangements, understandings or relationships, including, but not limited to, transfer or voting of any of the securities of DISH Network, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies nor are any of the securities pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities.

 

The trust agreements for the Two-Year December 2021 GRAT, the Two-Year December 2022 GRAT, the Two-Year May 2023 GRAT and the Two-Year June 2023 GRAT contain an irrevocable provision that provides that the trustee will not dispose of any shares of DISH Network held by the Two-Year December 2021 GRAT, the Two-Year December 2022 GRAT, the Two-Year May 2023 GRAT or the Two-Year June 2023 GRAT unless a Change of Control Event occurs.  If a Change of Control Event occurs, the trustee of the Two-Year December 2021 GRAT, the Two-Year December 2022 GRAT, the Two-Year May 2023 GRAT and the Two-Year June 2023 GRAT will have sole discretion with respect to the disposition of any shares of DISH Network held by the Two-Year December 2021 GRAT, the Two-Year December 2022 GRAT, the Two-Year May 2023 GRAT and the Two-Year June 2023 GRAT, respectively.

 

A “Change of Control Event” will occur if: (i) as the result of a transaction or a series of transactions any person other than Charles W. Ergen (or a Related Party) individually owns more than fifty percent (50%) of the total Equity Interests of either: (A) DISH Network; or (B) the surviving entity in any such transaction(s) or a controlling affiliate of such surviving entity in such transaction(s); and (ii) a majority of the members of the Board of Directors of DISH Network are no longer Continuing Directors; and (iii) as the result of a transaction or a series of transactions any person other than Charles W. Ergen (or a Related Party) individually owns more than fifty percent (50%) of the total voting power of either: (A) DISH Network; or (B) the surviving entity in any such transaction(s) or a controlling affiliate of such surviving entity in such transaction(s); and (iv) Charles W. Ergen sells Equity Interests of DISH Network such that he owns beneficially less than 50% of the total Equity Interests that he owned beneficially immediately following the grant of shares to the Two-Year December 2021 GRAT, the Two-Year December 2022 GRAT, the Two-Year May 2023 GRAT or the Two-Year June 2023 GRAT, as applicable.

 

For purposes of the definition of “Change of Control Event”:

 

 

“Continuing Director” means, as of any date of determination, any member of the Board of Directors of DISH Network who: (a) was a member of such Board of Directors on the date on which the applicable grantor retained annuity trust was established; or (b) was nominated for election or elected to such Board of Directors either (x) with the affirmative vote of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election or (y) by Charles W. Ergen and his Related Parties.

 

“Equity Interest” means any capital stock of DISH Network and all warrants, options or other rights to acquire capital stock of DISH Network (but excluding any debt security that is convertible into, or exchangeable for, capital stock of DISH Network).

 

“Related Party” means, (a) Charles W. Ergen’s spouse and each of his immediate family members; (b) each trust, corporation, partnership or other entity of which Charles W. Ergen beneficially holds an eighty percent (80%) or more controlling interest or that was created for estate planning purposes including without limitation the grantor retained annuity trusts; and (c) the personal representatives, administrators, executor, guardians, or any person(s) or entit(ies) to which Charles W. Ergen’s shares of DISH Network are transferred as a result of a transfer by will or the applicable laws of descent and distribution.

 

The information in Item 4 is incorporated by reference herein.

 

Item 7.  Material to be Filed as Exhibits.

 

Item 7 is hereby amended and supplemented as follows:

 

Exhibit A:     Agreement of Joint Filing.

 

Exhibit B:      Power of Attorney of Charles W. Ergen (incorporated by reference from Exhibit B to the reporting person’s Schedule 13D dated November 30, 2020 and filed with the Securities and Exchange Commission on December 1, 2020).

 

Exhibit C:      Power of Attorney of Cantey M. Ergen (incorporated by reference from Exhibit C to the reporting person’s Schedule 13D dated November 30, 2020 and filed with the Securities and Exchange Commission on December 1, 2020).

 

Exhibit D:      Power of Attorney of Telluray Holdings, LLC (incorporated by reference from Exhibit J to the reporting person’s Schedule 13D dated November 30, 2020 and filed with the Securities and Exchange Commission on December 1, 2020).

 

Exhibit E:      Power of Attorney of Two-Year December 2021 DISH GRAT (incorporated by reference from Exhibit K to the reporting person’s Schedule 13D dated December 3, 2021 and filed with the Securities and Exchange Commission on December 6, 2021).

 

Exhibit F:      Power of Attorney of Two-Year December 2022 DISH GRAT (incorporated by reference from Exhibit K to the reporting person’s Schedule 13D dated December 22, 2022 and filed with the Securities and Exchange Commission on December 23, 2022).

 

Exhibit G:      Power of Attorney of Two-Year May 2023 DISH GRAT (incorporated by reference from Exhibit J to the reporting person’s Schedule 13D dated May 15, 2023 and filed with the Securities and Exchange Commission on May 15, 2023).

 

Exhibit H:      Power of Attorney of Two-Year June 2023 GRAT (incorporated by reference from Exhibit H to the reporting person’s Schedule 13D dated June 26, 2023 and filed with the Securities and Exchange Commission on June 27, 2023).

 

Exhibit I:       Support Agreement dated as of August 8, 2023 (incorporated by reference from Exhibit 10.2 to the Current Report on Form 8-K of DISH Network Corporation dated August 8, 2023 and filed with the Securities and Exchange Commission on August 8, 2023 (File No. 001-39144)).

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

	CHARLES W. ERGEN
	/s/Robert J. Hooke
Dated: August 8, 2023	Charles W. Ergen by Robert J. Hooke, attorney-in-fact
	CANTEY M. ERGEN
	/s/ Robert J. Hooke
Dated: August 8, 2023	Cantey M. Ergen, by Robert J. Hooke, attorney-in-fact
	ERGEN TWO-YEAR DECEMBER 2021 DISH GRAT
	/s/ Robert J. Hooke
Dated: August 8, 2023	Cantey M. Ergen, Trustee by Robert J. Hooke, attorney-in-fact
	ERGEN TWO-YEAR DECEMBER 2022 DISH GRAT
	/s/ Robert J. Hooke
Dated: August 8, 2023	Cantey M. Ergen, Trustee by Robert J. Hooke, attorney-in-fact
	ERGEN TWO-YEAR MAY 2023 DISH GRAT
	/s/ Robert J. Hooke
Dated: August 8, 2023	Cantey M. Ergen, Trustee by Robert J. Hooke, attorney-in-fact
	ERGEN TWO-YEAR JUNE 2023 DISH GRAT
	/s/ Robert J. Hooke
Dated: August 8, 2023	Cantey M. Ergen, Trustee by Robert J. Hooke, attorney-in-fact
	TELLURAY HOLDINGS, LLC
	/s/ Robert J. Hooke
Dated: August 8, 2023	Cantey M. Ergen, Manager by Robert J. Hooke, attorney-in-fact

 

Attention: Intentional misstatements or omissions of fact 

constitutes Federal criminal violations (See 18 U.S.C. 1001) 

 

 

 

EXHIBIT INDEX

 

Exhibit A:     Agreement of Joint Filing.

 

Exhibit B:      Power of Attorney of Charles W. Ergen (incorporated by reference from Exhibit B to the reporting person’s Schedule 13D dated November 30, 2020 and filed with the Securities and Exchange Commission on December 1, 2020).

 

Exhibit C:      Power of Attorney of Cantey M. Ergen (incorporated by reference from Exhibit C to the reporting person’s Schedule 13D dated November 30, 2020 and filed with the Securities and Exchange Commission on December 1, 2020).

 

Exhibit D:      Power of Attorney of Telluray Holdings, LLC (incorporated by reference from Exhibit J to the reporting person’s Schedule 13D dated November 30, 2020 and filed with the Securities and Exchange Commission on December 1, 2020).

 

Exhibit E:      Power of Attorney of Two-Year December 2021 DISH GRAT (incorporated by reference from Exhibit K to the reporting person’s Schedule 13D dated December 3, 2021 and filed with the Securities and Exchange Commission on December 6, 2021).

 

Exhibit F:      Power of Attorney of Two-Year December 2022 DISH GRAT (incorporated by reference from Exhibit K to the reporting person’s Schedule 13D dated December 22, 2022 and filed with the Securities and Exchange Commission on December 23, 2022).

 

Exhibit G:      Power of Attorney of Two-Year May 2023 DISH GRAT (incorporated by reference from Exhibit J to the reporting person’s Schedule 13D dated May 15, 2023 and filed with the Securities and Exchange Commission on May 15, 2023).

 

Exhibit H:      Power of Attorney of Two-Year June 2023 GRAT (incorporated by reference from Exhibit H to the reporting person’s Schedule 13D dated June 26, 2023 and filed with the Securities and Exchange Commission on June 27, 2023).

 

Exhibit I:       Support Agreement dated as of August 8, 2023 (incorporated by reference from Exhibit 10.2 to the Current Report on Form 8-K of DISH Network Corporation dated August 8, 2023 and filed with the Securities and Exchange Commission on August 8, 2023 (File No. 001-39144)).

 

 

EXHBIT A

 

Agreement of Joint Filing

 

Pursuant to Rule 13d-1(k)(l)(iii) of Regulation 13D-G of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the undersigned agree that the statement on Schedule 13D/A to which this Exhibit is attached is filed on behalf of each of them in the capacities set forth below.

 

	CHARLES W. ERGEN
	/s/ Robert J. Hooke
Dated: August 8, 2023	Charles W. Ergen by Robert J. Hooke, attorney-in-fact
	CANTEY M. ERGEN
	/s/ Robert J. Hooke
Dated: August 8, 2023	Cantey M. Ergen by Robert J. Hooke, attorney-in-fact
	ERGEN TWO-YEAR DECEMBER 2021 DISH GRAT
	/s/ Robert J. Hooke
Dated: August 8, 2023	Cantey M. Ergen, Trustee by Robert J. Hooke, attorney-in-fact
	ERGEN TWO-YEAR DECEMBER 2022 DISH GRAT
	/s/ Robert J. Hooke
Dated: August 8, 2023	Cantey M. Ergen, Trustee by Robert J. Hooke, attorney-in-fact
	ERGEN TWO-YEAR MAY 2023 DISH GRAT
	/s/ Robert J. Hooke
Dated: August 8, 2023	Cantey M. Ergen, Trustee by Robert J. Hooke, attorney-in-fact
	ERGEN TWO-YEAR JUNE 2023 DISH GRAT
	/s/ Robert J. Hooke
Dated: August 8, 2023	Cantey M. Ergen, Trustee by Robert J. Hooke, attorney-in-fact
	TELLURAY HOLDINGS, LLC
	/s/ Robert J. Hooke
Dated: August 8, 2023	Cantey M. Ergen, Manager by Robert J. Hooke, attorney-in-fact