PRES, TECH & COO Swieringa John sold $12,573,120 worth of shares (154,835 units at $81.20) and exercised 127,559 shares at a strike of $14.74, decreasing direct ownership by 98% to 432 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 |
|
|||||||||||||||
| 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)
|
2. Issuer Name and Ticker or Trading Symbol
EchoStar CORP [ SATS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 09/09/2025 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 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 | 09/09/2025 | S | 27,276 | D | $81.24(1) | 432 | D | |||
| Class A Common Stock | 09/09/2025 | M | 63,840 | A | $14.04 | 64,272 | D | |||
| Class A Common Stock | 09/09/2025 | S | 63,840 | D | $81.2(2) | 432 | D | |||
| Class A Common Stock | 09/09/2025 | M | 11,696 | A | $14.04 | 12,128 | D | |||
| Class A Common Stock | 09/09/2025 | S | 11,696 | D | $81.18(3) | 432 | D | |||
| Class A Common Stock | 09/09/2025 | M | 16,936 | A | $14.04 | 17,368 | D | |||
| Class A Common Stock | 09/09/2025 | S | 16,936 | D | $81.18(4) | 432 | D | |||
| Class A Common Stock | 09/09/2025 | M | 35,087 | A | $16.57 | 35,519 | D | |||
| Class A Common Stock | 09/09/2025 | S | 35,087 | D | $81.2(5) | 432 | D | |||
| Class A Common Stock | 809 | I | I(6) | |||||||
|
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 (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 | ||||||||
| Employee Stock Option (Right To Buy) | $14.04 | 09/09/2025 | M | 63,840 | (7) | 04/01/2034 | Class A Common Stock | 63,840 | $0 | 27,362 | D | ||||
| Employee Stock Option (Right to Buy) | $14.04 | 09/09/2025 | M | 11,696 | (8) | 04/01/2034 | Class A Common Stock | 11,696 | $0 | 5,847 | D | ||||
| Employee Stock Option (Right to Buy) | $14.04 | 09/09/2025 | M | 16,936 | (9) | 04/01/2034 | Class A Common Stock | 16,936 | $0 | 50,809 | D | ||||
| Employee Stock Option (Right to Buy) | $16.57 | 09/09/2025 | M | 35,087 | (10) | 01/01/2034 | Class A Common Stock | 35,087 | $0 | 140,352 | D | ||||
| Explanation of Responses: |
| 1. Based on a weighted average sale price. The shares reported in this transaction were sold at prices ranging from $81.09 to $81.48. Information regarding the number of shares sold at each separate price will be made available upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer. |
| 2. Based on a weighted average sale price. The shares reported in this transaction were sold at prices ranging from $80.88 to $81.45. Information regarding the number of shares sold at each separate price will be made available upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer. |
| 3. Based on a weighted average sale price. The shares reported in this transaction were sold at prices ranging from $80.88 to $81.43. Information regarding the number of shares sold at each separate price will be made available upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer. |
| 4. Based on a weighted average sale price. The shares reported in this transaction were sold at prices ranging from $80.89 to $81.43. Information regarding the number of shares sold at each separate price will be made available upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer. |
| 5. Based on a weighted average sale price. The shares reported in this transaction were sold at prices ranging from $80.88 to $81.43. Information regarding the number of shares sold at each separate price will be made available upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer. |
| 6. By 401(K). |
| 7. 40% of the shares underlying these options vested immediately upon the grant date. The remaining 60% of the shares underlying these options vest 30% per year on each of April 1, 2025 and April 1, 2026. |
| 8. 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. The shares exercised and sold represent 100% of the vested shares at the time of sale. The remainder of the shares underlying the options remain subject to performance criteria. |
| 9. The shares underlying these options vest 25% per year on each of April 1, 2025, April 1, 2026, April 1, 2027 and April 1, 2028. |
| 10. The shares underlying these options vest 20% per year on each of January 1, 2025, January 1, 2026, January 1, 2027, January 1, 2028 and January 1, 2029. Pursuant to the Merger Agreement, at the Effective Time, each option to purchase Issuer Class A Common Stock held by the Reporting Person was converted into a corresponding award with respect to EchoStar Class A Common Stock. |
| /s/ John Swieringa, by Dean A. Manson, Attorney-in-Fact | 09/11/2025 | |
| ** 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. | ||