Sec Form 4 Filing - Messner Timothy A. @ DISH Network CORP - 2022-07-22

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 Messner Timothy A. 2. Issuer Name and Ticker or Trading Symbol DISH Network CORP [ DISH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP, GENERAL COUNSEL (Last) (First) (Middle) 9601 S. MERIDIAN BLVD. 3. Date of Earliest Transaction (MM/DD/YY) 07/22/2022 (Street) ENGLEWOOD, CO80112 4. If Amendment, Date Original Filed (MM/DD/YY) 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 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 Employee Stock Option (Right to Buy) $ 69.73 07/22/2022 D( 1 ) 2,500 ( 2 ) 04/01/2025 Class A Common Stock 2,500 $ 0 0 D Employee Stock Option (Right to Buy) $ 46.29 07/22/2022 D( 1 ) 15,000 ( 3 ) 04/01/2026 Class A Common Stock 15,000 $ 0 0 D Employee Stock Option (Right to Buy) $ 62.76 07/22/2022 D( 1 ) 25,000 ( 4 ) 07/01/2027 Class A Common Stock 25,000 $ 0 0 D Employee Stock Option (Right to Buy) $ 47.75 07/22/2022 D( 1 ) 50,000 ( 5 ) 01/01/2028 Class A Common Stock 50,000 $ 0 0 D Employee Stock Option (Right to Buy) $ 33.14 07/22/2022 D( 1 ) 40,000 ( 6 ) 04/01/2029 Class A Common Stock 40,000 $ 0 0 D Employee Stock Option (Right to Buy) $ 34.63 07/22/2022 D( 1 ) 10,000 ( 7 ) 07/01/2030 Class A Common Stock 10,000 $ 0 0 D Employee Stock Option (Right to Buy) $ 20 07/22/2022 A( 1 ) 106,500 ( 8 ) 07/22/2032 Class A Common Stock 106,500 $ 0 106,500 D Employee Stock Option (Right to Buy) $ 20 07/22/2022 A( 1 ) 36,000 ( 9 ) 07/22/2032 Class A Common Stock 36,000 $ 0 36,000 D Employee Stock Option (Right to Buy) $ 35.42 07/22/2022 D( 1 ) 100,000 ( 10 ) 10/01/2028 Class A Common Stock 100,000 $ 0 0 D Employee Stock Option (Right to Buy) $ 20 07/22/2022 A( 1 ) 72,671 ( 11 ) 07/22/2032 Class A Common Stock 72,671 $ 0 72,671 D Employee Stock Option (Right to Buy) $ 20 07/22/2022 A( 1 ) 27,329 ( 10 ) 07/22/2032 Class A Common Stock 27,329 $ 0 27,329 D Employee Stock Option (Right to Buy) $ 31.73 07/22/2022 D( 1 ) 40,000 ( 12 ) 02/01/2032 Class A Common Stock 40,000 $ 0 0 D Employee Stock Option (Right to Buy) $ 20 07/22/2022 A( 1 ) 40,000 ( 12 ) 07/22/2032 Class A Common Stock 40,000 $ 0 40,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Messner Timothy A. 9601 S. MERIDIAN BLVD. ENGLEWOOD, CO80112 EVP, GENERAL COUNSEL Signatures /s/ Timothy A Messner, by Brandon Ehrhart, Attorney-in-Fact 07/26/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The transactions reported herein reflect the exchange of "underwater" options to acquire shares of the Issuer's Class A Common Stock pursuant to the terms and conditions set forth in the Issuer's Offer to Exchange Eligible Stock Options dated June 24, 2022, which expired on July 22, 2022 (the "Exchange"). Effective July 22, 2022, the Issuer cancelled the options the Reporting Person elected to exchange and granted to the Reporting Person an identical number of options with, among other new terms, a new exercise price and an extended vesting schedule for options that are not subject to achievement of certain performance criteria. The new exercise price is $20, which is higher than the closing price per share of the Issuer's Class A Common Stock on the Nasdaq Global Select Market of $18.70 on July 22, 2022. ( 2 )The shares underlying the options were scheduled to vest at the rate of 20% per year, commencing upon April 1, 2016. ( 3 )The shares underlying the options were scheduled to vest at the rate of 20% per year, commencing upon April 1, 2017. ( 4 )The shares underlying the options were scheduled to vest at the rate of 20% per year, commencing upon July 1, 2018. ( 5 )The shares underlying the options were scheduled to vest at the rate of 20% per year, commencing upon January 1, 2019. ( 6 )The shares underlying the options were scheduled to vest at the rate of 20% per year, commencing upon April 1, 2020. ( 7 )The shares underlying the options were scheduled to vest at the rate of 20% per year, commencing upon July 1, 2021. ( 8 )Pursuant to the Exchange, the Reporting Person exchanged the following vested options granted on April 1, 2015 (2,500 options), April 1, 2016 (15,000 options), July 1, 2017 (25,000 options), January 1, 2018 (40,000 options), April 1, 2019 (20,000 options) and July 1, 2020 (4,000 options) for a total exchange of 106,600 vested options. 40% of the shares underlying these options vest immediately upon the grant date. The remaining 60% of the shares underlying these options vest 20% per year on each of July 1, 2023, July 1, 2024 and July 1, 2025. ( 9 )Pursuant to the Exchange, the Reporting Person exchanged the following unvested options granted on January 1, 2018 (10,000 options), April 1, 2019 (20,000 options) and July 1, 2020 (6,000 options) for a total exchange of 36,000 unvested options. The shares underlying these options vest 20% per year on each of July 1, 2023, July 1, 2024, July 1, 2025, July 1, 2026 and July 1, 2027. ( 10 )The grant is subject to achievement of certain performance criteria prior to December 31, 2023 and will vest based on achievement of such criteria. The performance criteria are not tied to the market price of the Issuer's securities. ( 11 )Pursuant to the Exchange, the Reporting Person exchanged the following vested options granted on October 1, 2018 (72,671 options) for a total exchange of 72,671 vested options. 40% of the shares underlying these options vest immediately upon the grant date. The remaining 60% of the shares underlying these options vest 20% per year on each of July 1, 2023, July 1, 2024 and July 1, 2025. ( 12 )The grant is subject to achievement of certain performance criteria prior to December 31, 2026 and will vest based on achievement of such criteria. The performance criteria are not tied to the market price of the Issuer's securities.

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