Ergen Charles W gifted 9,122,802 shares and received a gift of 9,122,802 shares, increasing direct ownership by 409% to 11,353,060 units (SEC Form 4)
$SATS
Telecommunications Equipment
Consumer Discretionary
| FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
EchoStar CORP [ SATS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/13/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | ||||||
| Class A Common Stock | 05/13/2024 | G(1) | 9,122,802 | D | $0 | 0 | I | I(1) | ||
| Class A Common Stock | 05/13/2024 | G(1) | 9,122,802 | A | $0 | 11,353,060 | D | |||
| Class A Common Stock | 11,280 | I | I(2) | |||||||
| Class A Common Stock | 213 | I | I(3) | |||||||
| Class A Common Stock | 1,189 | I | I(4) | |||||||
| Class A Common Stock | 9,966 | I | I(5) | |||||||
| Class A Common Stock | 766,443 | I | I(6) | |||||||
| Class A Common Stock | 2,350,696 | I | I(7) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 | (8) | 05/13/2024 | G(1) | 2,261,098 | (8) | (8) | Class A Common Stock | 2,261,098 | $0 | 7,563,458 | I | I(1) | |||
| Class B Common Stock | (8) | 05/13/2024 | G(1) | 2,261,098 | (8) | (8) | Class A Common Stock | 2,261,098 | $0 | 6,021,190 | D | ||||
| Class B Common Stock | (8) | 05/13/2024 | G(9) | 6,000,000 | (8) | (8) | Class A Common Stock | 6,000,000 | $0 | 21,190 | D | ||||
| Class B Common Stock | (8) | 05/13/2024 | G(9) | 6,000,000 | (8) | (8) | Class A Common Stock | 6,000,000 | $0 | 6,000,000 | I | I(9) | |||
| Class B Common Stock | (8) | (8) | (8) | Class A Common Stock | 35,190,866 | 35,190,866 | I | I(7) | |||||||
| Class B Common Stock | (8) | (8) | (8) | Class A Common Stock | 2,687,900 | 2,687,900 | I | I(10) | |||||||
| Class B Common Stock | (8) | (8) | (8) | Class A Common Stock | 5,181,574 | 5,181,574 | I | I(11) | |||||||
| Class B Common Stock | (8) | (8) | (8) | Class A Common Stock | 14,500,000 | 14,500,000 | I | I(12) | |||||||
| Class B Common Stock | (8) | (8) | (8) | Class A Common Stock | 31,403,491 | 31,403,491 | I | I(13) | |||||||
| Class B Common Stock | (8) | (8) | (8) | Class A Common Stock | 28,799,989 | 28,799,989 | I | I(14) | |||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Pursuant to the terms of the Ergen Two-Year May 2023 DISH GRAT (the "2023 May GRAT"), 9,122,802 Class A shares and 2,261,098 Class B shares held by the 2023 May GRAT were distributed as an annuity to Mr. Ergen on May 13, 2024. Following this distribution, the 2023 May GRAT holds 7,563,458 Class B shares and is scheduled to expire on May 12, 2025. Mrs. Cantey M. Ergen serves as the trustee of such GRAT. |
| 2. By 401(K). |
| 3. Held by Mrs. Cantey M. Ergen, Mr. Ergen's spouse. |
| 4. Held by Mrs. Ergen in a 401(k) account. |
| 5. The shares are owned beneficially by the reporting persons' child. The reporting persons disclaim beneficial ownership of the shares, except to the extent of their pecuniary interest therein. |
| 6. The shares are held by a charitable foundation. The reporting persons are officers of the charitable foundation and share voting and dispositive power for the foundation. The reporting persons disclaim beneficial ownership of the shares, except to the extent of their pecuniary interest therein. |
| 7. The shares are held by Telluray Holdings, LLC. Mr. Ergen and Mrs. Ergen are the managers of Telluray Holdings, LLC. Mrs. Ergen, as a manager of Telluray Holdings, LLC, has sole voting power over the Class A shares and Class B shares held by Telluray Holdings, LLC, and Mr. Ergen and Mrs. Ergen, as the managers of Telluray Holdings, LLC, share dispositive power over the Class A shares and Class B shares held by Telluray Holdings, LLC. The reporting persons disclaim beneficial ownership of the shares, except to the extent of their pecuniary interest therein. |
| 8. The holder of Class B shares may elect to convert any or all of their Class B shares into an equal number of Class A shares at any time for no additional consideration. |
| 9. On May 13, 2024, Charles W. Ergen established the Ergen Two-Year May 2024 SATS GRAT (the "2024 May GRAT") and contributed 6,000,000 Class B shares to the 2024 May GRAT. The 2024 May 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. The 2024 May GRAT is scheduled to expire in accordance with its terms on May 13, 2026. Mrs. Cantey M. Ergen serves as the trustee of such GRAT. |
| 10. On June 23, 2022, Mr. Ergen established the Ergen Two-Year June 2022 SATS GRAT (the "2022 June GRAT") and contributed a total of 7,000,000 Class B shares to such trust. The 2022 June GRAT currently holds 2,687,900 Class B shares. The 2022 June GRAT is scheduled to expire in accordance with its terms on June 23, 2024. Mrs. Cantey M. Ergen serves as the trustee of the 2022 June GRAT. |
| 11. On December 21, 2022, Mr. Ergen established the Ergen Two-Year December 2022 SATS GRAT (the "2022 December GRAT") and contributed a total of 13,900,000 Class B shares to such trust. The 2022 December GRAT currently holds 5,181,574 Class B shares and is scheduled to expire in accordance with its terms on December 21, 2024. Mrs. Cantey M. Ergen serves as the trustee of the 2022 December GRAT. |
| 12. On June 23, 2023, Mr. Ergen established the Ergen Two-Year June 2023 SATS GRAT (the "2023 June GRAT") and contributed a total of 14,500,000 Class B shares to such trust. The 2023 June GRAT is scheduled to expire in accordance with its terms on June 23, 2025. Mrs. Cantey M. Ergen serves as the trustee of the 2023 June GRAT. |
| 13. On June 26, 2023, Mr. Ergen established the Ergen Two-Year June 2023 DISH GRAT (the "2023 June DISH GRAT") and contributed a total of 89,500,000 DISH Network Corporation ("DISH") Class B shares to such trust. In connection with the Merger between EchoStar Corporation and DISH, as defined in each companies respective SEC filings (the "Merger"), such shares converted into the right to receive 31,403,491 EchoStar Class B shares. The 2023 June DISH GRAT is scheduled to expire in accordance with its terms on June 26, 2025. Mrs. Cantey M. Ergen serves as the trustee of the 2023 June DISH GRAT. |
| 14. On December 22, 2023, Mr. Ergen established the Ergen Two-Year December 2023 SATS GRAT (the "2023 December GRAT") and contributed a total of 8,800,000 EchoStar Class B shares and 57,000,000 DISH Class B shares to such trust. In connection with the Merger, such DISH Class B shares converted into the right to receive 19,999,989 EchoStar Class B shares. The 2023 December GRAT currently holds 28,799,989 Class B shares and is scheduled to expire in accordance with its terms on December 22, 2025. Mrs. Cantey M. Ergen serves as the trustee of the 2023 December GRAT. |
| /s/ Charles W. Ergen, by Dean A. Manson, Attorney-in-Fact | 05/15/2024 | |
| /s/ Cantey M. Ergen, by Dean A. Manson, Attorney-in-Fact | 05/15/2024 | |
| ** Signature of Reporting Person | Date | |
| 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. | ||