Sec Form 4 Filing - Ergen 2005 Two Year GRAT dated November 9 2005 @ ECHOSTAR COMMUNICATIONS CORP - 2007-11-09

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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
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1. Name and Address of Reporting Person
Ergen 2005 Two Year GRAT dated November 9 2005
2. Issuer Name and Ticker or Trading Symbol
ECHOSTAR COMMUNICATIONS CORP [ DISH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
Joint Filing Group
(Last) (First) (Middle)
9601 S. MERIDIAN BLVD.
3. Date of Earliest Transaction (MM/DD/YY)
11/09/2007
(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
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 ( 1 ) 11/09/2007 G( 2 ) V 8,137,739 ( 1 ) ( 1 ) Class A Common Stock 8,137,739 ( 1 ) 0 D ( 2 ) ( 6 )
Class B Common Stock ( 1 ) 11/09/2007 G( 3 ) V 2,418,459 ( 1 ) ( 1 ) Class A Common Stock 2,418,459 ( 1 ) 7,371,275 D ( 3 ) ( 6 )
Class B Common Stock ( 1 ) 11/09/2007 G( 4 ) V 1,687,908 ( 1 ) ( 1 ) Class A Common Stock 1,687,908 ( 1 ) 8,920,524 D ( 4 ) ( 6 )
Class B Common Stock ( 1 ) 11/09/2007 G( 5 ) V 1,254,750 ( 1 ) ( 1 ) Class A Common Stock 1,254,750 ( 1 ) 9,839,104 D ( 5 ) ( 6 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Ergen 2005 Two Year GRAT dated November 9 2005
9601 S. MERIDIAN BLVD.
ENGLEWOOD, CO80112
X Joint Filing Group
Ergen 2005 Three Year GRAT dated November 9 2005
9601 S. MERIDIAN BLVD.
ENGLEWOOD, CO80112
X Joint Filing Group
Ergen 2005 Four Year GRAT dated November 9 2005
9601 S. MERIDIAN BLVD.
ENGLEWOOD, CO80112
X Joint Filing Group
Ergen 2005 Five Year GRAT dated November 9 2005
9601 S. MERIDIAN BLVD.
ENGLEWOOD, CO80112
X Joint Filing Group
Signatures
/s/ David K. Moskowitz, Trustee of the Ergen Two-Year GRAT dated November 9, 2005, by Brandon Ehrhart, his Attorney in Fact 11/13/2007
Signature of Reporting Person Date
/s/ David K. Moskowitz, Trustee of the Ergen Three-Year GRAT dated November 9, 2005, by Brandon Ehrhart, his Attorney in Fact 11/13/2007
Signature of Reporting Person Date
/s/ David K. Moskowitz, Trustee of the Ergen Four-Year GRAT dated November 9, 2005, by Brandon Ehrhart, his Attorney in Fact 11/13/2007
Signature of Reporting Person Date
/s/ David K. Moskowitz, Trustee of the Ergen Five-Year GRAT dated November 9, 2005, by Brandon Ehrhart, his Attorney in Fact 11/13/2007
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On November 9, 2005, Charles W. Ergen established four Grantor Retained Annuity Trusts ("GRATs"), contributing 12,500,000 Class B shares to each, resulting in the transfer of a total of 50,000,000 Class B shares. Each GRAT may elect to convert any or all of its Class B shares into an equal number of Class A shares at any time for no additional consideration.
( 2 )Pursuant to the terms of the Ergen Two-Year GRAT, 3,892,588 shares were distributed as an annuity to Mr. Ergen on November 9, 2007, with the remaining 4,245,151 shares distributed to trusts the beneficiaries of which are members of Mr. Ergen's family. Following these distributions, the Ergen Two-Year GRAT terminated pursuant to its terms.
( 3 )Pursuant to the terms of the Ergen Three-Year GRAT, 2,418,459 shares were distributed as an annuity to Mr. Ergen on November 9, 2007, with the Ergen Three-Year GRAT retaining 7,371,275 shares.
( 4 )Pursuant to the terms of the Ergen Four-Year GRAT, 1,687,908 shares were distributed as an annuity to Mr. Ergen on November 9, 2007, with the Ergen Four-Year GRAT retaining 8,920,524 shares.
( 5 )Pursuant to the terms of the Ergen Five-Year GRAT, 1,254,750 shares were distributed as an annuity to Mr. Ergen on November 9, 2007, with the Ergen Five-Year GRAT retaining 9,839,104 shares.
( 6 )There is no formal agreement to vote or dispose of the shares owned by each GRAT in a particular manner. The dispositive and voting power of the shares held by each of the GRATs is made independent of each other, except to the extent that Mr. David K. Moskowitz is the trustee of each of the GRATs and in that respect is able to control the disposition and voting of the shares of Class B Common Stock owned by each such GRAT.

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