Sec Form 4 Filing - Ergen Four-Year 2010 DISH GRAT @ DISH Network CORP - 2014-12-01

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 Four-Year 2010 DISH GRAT
2. Issuer Name and Ticker or Trading Symbol
DISH Network 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)
12/01/2014
(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 ) 12/01/2014 G( 2 ) V 9,192,670 ( 1 ) ( 1 ) Class A Common Stock 9,192,670 ( 1 ) 0 D ( 2 ) ( 3 )
Class B Common Stock ( 1 ) 12/01/2014 G( 4 ) V 728,362 ( 1 ) ( 1 ) Class A Common Stock 728,362 ( 1 ) 9,694,505 D ( 4 ) ( 3 )
Class B Common Stock ( 5 ) ( 5 ) ( 5 ) Class A Common Stock 50,000,000 50,000,000 D ( 3 ) ( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Ergen Four-Year 2010 DISH GRAT
9601 S. MERIDIAN BLVD.
ENGLEWOOD, CO80112
X Joint Filing Group
Ergen Five-Year 2010 DISH GRAT
9601 S. MERIDIAN BLVD.
ENGLEWOOD, CO80112
X Joint Filing Group
Ergen Three Year 2014 DISH GRAT
9601 S. MERIDIAN BLVD.
ENGLEWOOD, CO80112
X Joint Filing Group
Signatures
/s/ Cantey M. Ergen, Trustee of the Ergen Four-Year 2010 DISH GRAT, by Brandon E. Ehrhart her Attorney in Fact 12/03/2014
Signature of Reporting Person Date
/s/ Cantey M. Ergen, Trustee of the Ergen Five-Year 2010 DISH GRAT, by Brandon E. Ehrhart her Attorney in Fact 12/03/2014
Signature of Reporting Person Date
/s/ Cantey M. Ergen, Trustee of the Ergen Three-Year 2014 DISH GRAT, by Brandon E. Ehrhart her Attorney in Fact 12/03/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On November 30, 2010, Charles W. Ergen established four Grantor Retained Annuity Trusts ("GRAT(s)"), 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 Four-Year 2010 DISH GRAT, 997,279 shares were distributed as an annuity to Mr. Ergen on December 1, 2014, with the remaining 8,195,391 shares distributed to trusts for the reporting persons' family members. Following these distributions, the Ergen Four-Year 2010 DISH GRAT expired pursuant to its terms.
( 3 )There is no formal agreement to vote or dispose of the shares owned by each GRAT in a particular manner, except that the trust agreement for the GRAT contains an irrevocable provision that provides that the trustee will not dispose of any shares of the Issuer held by the GRAT unless a Change of Control Event (as defined in Item 6 of the GRAT's Schedule 13D/A filed on December 2, 2014) occurs. 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 Mrs. Cantey M. Ergen 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.
( 4 )Pursuant to the terms of the Ergen Five-Year 2010 DISH GRAT, 728,362 shares were distributed as an annuity to Mr. Ergen on December 1, 2014, with the Ergen Five-Year 2010 DISH GRAT retaining 9,694,505 shares. The Ergen Five-Year 2010 DISH GRAT expires on November 30, 2015.
( 5 )On May 30, 2014, Charles W. Ergen established a GRAT and contributed 50,000,000 Class B shares, resulting in the transfer of a total of 50,000,000 Class B shares. The 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.

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.