Sec Form 4 Filing - Ergen Three-Year 2010 SATS GRAT @ EchoStar CORP - 2013-12-02

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 Three-Year 2010 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
3. Date of Earliest Transaction (MM/DD/YY)
12/02/2013
(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 ) 12/02/2014 G( 2 ) V 415,197 ( 1 ) ( 1 ) Class A Common Stock 415,197 ( 1 ) 0 D ( 3 ) ( 8 )
Class B Common Stock ( 1 ) 12/02/2013 G( 4 ) V 284,902 ( 1 ) ( 1 ) Class A Common Stock 284,902 ( 1 ) 1,389,373 D ( 5 ) ( 8 )
Class B Common Stock ( 1 ) 12/02/2013 G( 6 ) V 208,078 ( 1 ) ( 1 ) Class A Common Stock 208,078 ( 1 ) 1,688,854 D ( 7 ) ( 8 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Ergen Three-Year 2010 SATS GRAT
400 INVERNESS PARKWAY
ENGLEWOOD, CO80112
X Joint Filing Group
Ergen Four-Year 2010 SATS GRAT
400 INVERNESS PARKWAY
ENGLEWOOD, 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 Three-Year 2010 SATS GRAT, by Katherine M. Hanna, His Attorney-in-Fact 12/04/2013
Signature of Reporting Person Date
/s/ William R. Gouger, Trustee of the Ergen Four-Year 2010 SATS GRAT, by Katherine M. Hanna, His Attorney-in-Fact 12/04/2013
Signature of Reporting Person Date
/s/ William R. Gouger, Trustee of the Ergen Five-Year 2010 SATS GRAT, by Katherine M. Hanna, His Attorney-in-Fact 12/04/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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.
( 2 )Pursuant to the terms of the Ergen Three-Year 2010 SATS GRAT, 415,197 shares were distributed as an annuity to Mr. Ergen on December 2, 2013, and the remaining 881,449 shares were distributed to a trust, the beneficiaries of which are members of Mr. Ergen's family. Following this distribution, the Ergen Three-Year 2010 SATS GRAT expired pursuant to its terms.
( 3 )These securities were owned directly by the Ergen Three-Year 2010 SATS GRAT.
( 4 )Pursuant to the terms of the Ergen Four-Year 2010 SATS GRAT, 284,902 shares were distributed as an annuity to Mr. Ergen on December 2, 2013, with the Ergen Four-Year 2010 SATS GRAT retaining 1,389,373 shares. The Ergen Four-Year 2010 SATS GRAT expires on November 30, 2014.
( 5 )These securities are owned directly by the Ergen Four-Year 2010 SATS GRAT.
( 6 )Pursuant to the terms of the Ergen Five-Year 2010 SATS GRAT, 208,078 shares were distributed as an annuity to Mr. Ergen on December 2, 2013, with the Ergen Five -Year 2010 SATS GRAT retaining 1,688,854 shares. The Ergen Five -Year 2010 SATS GRAT expires on November 30, 2015.
( 7 )These securities are owned directly by the Ergen Five-Year 2010 SATS GRAT.
( 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 each 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 GRATs' Schedule 13D/A filed on December 4, 2013) occurs. The dispositive and voting power of the shares held by each of the GRATs is 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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