Sec Form 4 Filing - Ergen Two-Year 2009 SATS GRAT @ EchoStar CORP - 2011-11-30

Insider filing report for Changes in Beneficial Ownership
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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 Two-Year 2009 SATS GRAT
2. Issuer Name and Ticker or Trading Symbol
EchoStar CORP [ SATS]
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)
400 INVERNESS PARKWAY, SUITE 250
3. Date of Earliest Transaction (MM/DD/YY)
11/30/2011
(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 ) 11/30/2011 G( 3 ) V 8,051,375 ( 1 ) ( 1 ) Class A Common Stock 8,051,375 ( 1 ) 0 D ( 3 ) ( 8 )
Class B Common Stock ( 2 ) 11/30/2011 G( 4 ) V 1,075,325 ( 2 ) ( 2 ) Class A Common Stock 1,075,325 ( 2 ) 1,424,675 D ( 4 ) ( 8 )
Class B Common Stock ( 2 ) 11/30/2011 G( 5 ) V 657,326 ( 2 ) ( 2 ) Class A Common Stock 657,326 ( 2 ) 1,842,674 D ( 5 ) ( 8 )
Class B Common Stock ( 2 ) 11/30/2011 G( 6 ) V 451,048 ( 2 ) ( 2 ) Class A Common Stock 451,048 ( 2 ) 2,048,952 D ( 6 ) ( 8 )
Class B Common Stock ( 2 ) 11/30/2011 G( 7 ) V 329,423 ( 2 ) ( 2 ) Class A Common Stock 329,423 ( 2 ) 2,170,577 D ( 7 ) ( 8 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Ergen Two-Year 2009 SATS GRAT
400 INVERNESS PARKWAY, SUITE 250
ENGLEWOOD, CO80112
X Joint Filing Group
Ergen Two-Year 2010 SATS GRAT
400 INVERNESS PARKWAY
ENGLEWOOD, CO80112
X Joint Filing Group
Ergen Three-Year 2010 SATS GRAT
400 INVERNESS PARKWAY
ENGLEWOOD, CO80112
X Joint Filing Group
Ergen Four-Year 2010 SATS GRAT
400 INVERNESS PARKWAY
ENGELWOOD, CO80112
X Joint Filing Group
Ergen Five-Year 2010 SATS GRAT
400 INVERNESS PARKWAY
ENGLEWOOD, CO80112
X Joint Filing Group
Signatures
/s/ William R. Gouger, Trustee of the Ergen Two-Year 2009 SATS GRAT, by Brandon E. Ehrhart his Attorney in Fact 12/02/2011
Signature of Reporting Person Date
/s/ William R. Gouger, Trustee of the Ergen Two-Year 2010 SATS GRAT, by Brandon E. Ehrhart his Attorney in Fact 12/02/2011
Signature of Reporting Person Date
/s/ William R. Gouger, Trustee of the Ergen Three-Year 2010 SATS GRAT, by Brandon E. Ehrhart his Attorney in Fact 12/02/2011
Signature of Reporting Person Date
/s/ William R. Gouger, Trustee of the Ergen Four-Year 2010 SATS GRAT, by Brandon E. Ehrhart his Attorney in Fact 12/02/2011
Signature of Reporting Person Date
/s/ William R. Gouger, Trustee of the Ergen Five-Year 2010 SATS GRAT, by Brandon E. Ehrhart his Attorney in Fact 12/02/2011
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On November 30, 2009, Charles W. Ergen established the Ergen Two-Year 2009 SATS GRAT, contributing 15,000,000 Class B shares. The Ergen Two-Year 2009 SATS 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 )On November 30, 2010, Charles W. Ergen established four GRATs, contributing 2,500,000 Class B shares to each, resulting in the transfer of a total of 10,000,000 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.
( 3 )Pursuant to the terms of the Ergen Two-Year 2009 SATS GRAT, 7,653,033 shares were distributed as an annuity to Mr. Ergen on November 30, 2011, and the remaining 398,342 shares were distributed to a trust, the beneficiares of which are members of Mr. Ergen's family. Following this distribution, the Ergen Two-Year 2009 SATS GRAT expired pursuant to its terms.
( 4 )Pursuant to the terms of the Ergen Two-Year 2010 SATS GRAT, 1,075,325 shares were distributed as an annuity to Mr. Ergen on November 30, 2011, with the Ergen Two-Year 2010 SATS GRAT retaining 1,424,675 shares. The Ergen Two-Year 2010 SATS GRAT expires on November 30, 2012.
( 5 )Pursuant to the terms of the Ergen Three-Year 2010 SATS GRAT, 657,326 shares were distributed as an annuity to Mr. Ergen on November 30, 2011, with the Ergen Three-Year 2010 SATS GRAT retaining 1,842,674 shares. The Ergen Three-Year 2010 SATS GRAT expires on November 30, 2013.
( 6 )Pursuant to the terms of the Ergen Four-Year 2010 SATS GRAT, 451,048 shares were distributed as an annuity to Mr. Ergen on November 30, 2011, with the Ergen Four-Year 2010 SATS GRAT retaining 2,048,952 shares. The Ergen Four-Year 2010 SATS GRAT expires on November 30, 2014.
( 7 )Pursuant to the terms of the Ergen Five-Year 2010 SATS GRAT, 329,423 shares were distributed as an annuity to Mr. Ergen on November 30, 2011, with the Ergen Five-Year 2010 SATS GRAT retaining 2,170,577 shares. The Ergen Five-Year 2010 SATS GRAT expires on November 30, 2015.
( 8 )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 1, 2011) 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 Mr. William R. Gouger 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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