Form 4 for ECHO EchoStar
Accepted 2024-01-03 00:00:00 ET · period of report 2023-12-31 · accession 0001104659-24-001000 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DMI | 2024-01-03 | 2023-12-31 | ECHO | ERGEN CHARLES W | COB, Dir, 10% | A - Grant | — | +12.24M | 766.4K | New | — |
| DMI | 2024-01-03 | 2023-12-31 | ECHO | ERGEN CHARLES W | COB, Dir, 10% | A - Grant | — | +83.61M | 9.82M | New | — |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class A Common Stock | 2023-12-31 | A | A | 3,844 | — | 9,966 | I By child | — | — | (F1) Received in exchange for shares of Class A Common Stock, par value $.01 par value per share ("DISH Class A Common Stock"), of DISH Network Corporation, a Nevada corporation ("DISH") in connection with the Amended and Restated Agreement and Plan of Merger, dated as of October 2, 2023 ("Merger Agreement"), by and between the Issuer, DISH and EAV Corp., a Nevada corporation and a wholly owned direct subsidiary of the Issuer ("Merger Sub"). Pursuant to the Merger Agreement, on December 31, 2023, Merger Sub merged with and into DISH with DISH surviving the merger as a wholly owned subsidiary of the Issuer (the "Merger"). At the effective time of the Merger (the "Effective Time"), each outstanding share of DISH Class A Common Stock was converted into the right to receive a number of Issuer Class A Common Stock equal to 0.350877 (the "Exchange Ratio"). (F2) The reporting persons disclaim beneficial ownership of these shares, except to the extent of their pecuniary interest therein and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
| 2 | Common | Class A Common Stock | 2023-12-31 | A | A | 9,122,802 | — | 9,122,802 | I I | — | — | (F1) Received in exchange for shares of Class A Common Stock, par value $.01 par value per share ("DISH Class A Common Stock"), of DISH Network Corporation, a Nevada corporation ("DISH") in connection with the Amended and Restated Agreement and Plan of Merger, dated as of October 2, 2023 ("Merger Agreement"), by and between the Issuer, DISH and EAV Corp., a Nevada corporation and a wholly owned direct subsidiary of the Issuer ("Merger Sub"). Pursuant to the Merger Agreement, on December 31, 2023, Merger Sub merged with and into DISH with DISH surviving the merger as a wholly owned subsidiary of the Issuer (the "Merger"). At the effective time of the Merger (the "Effective Time"), each outstanding share of DISH Class A Common Stock was converted into the right to receive a number of Issuer Class A Common Stock equal to 0.350877 (the "Exchange Ratio"). (F5) On May 12, 2023, Mr. Charles W. Ergen established the Ergen Two-Year May 2023 DISH GRAT (the "2023 May DISH GRAT") and contributed a total of 26,000,000 shares of DISH Class A Common Stock and 28,000,000 shares of Class B Common Stock, par value $0.01 per share of DISH ("DISH Class B Common Stock") to such trust. In connection with the Merger, such shares converted into the right to receive 9,122,802 shares of Issuer Class A Common Stock and 9,824,556 shares of Issuer Class B Common Stock, respectively. The 2023 May DISH GRAT is scheduled to expire in accordance with its terms on May 12, 2025. Mrs. Cantey M. Ergen serves as the trustee of the 2023 May DISH GRAT. |
| 3 | Common | Class A Common Stock | 2023-12-31 | A | A | 2,350,696 | — | 2,350,696 | I I | — | — | (F1) Received in exchange for shares of Class A Common Stock, par value $.01 par value per share ("DISH Class A Common Stock"), of DISH Network Corporation, a Nevada corporation ("DISH") in connection with the Amended and Restated Agreement and Plan of Merger, dated as of October 2, 2023 ("Merger Agreement"), by and between the Issuer, DISH and EAV Corp., a Nevada corporation and a wholly owned direct subsidiary of the Issuer ("Merger Sub"). Pursuant to the Merger Agreement, on December 31, 2023, Merger Sub merged with and into DISH with DISH surviving the merger as a wholly owned subsidiary of the Issuer (the "Merger"). At the effective time of the Merger (the "Effective Time"), each outstanding share of DISH Class A Common Stock was converted into the right to receive a number of Issuer Class A Common Stock equal to 0.350877 (the "Exchange Ratio"). (F4) These shares are held by Telluray Holdings, LLC ("Telluray"). Mrs. Ergen has sole voting power over the shares held by Telluray and Mr. Ergen and Mrs. Ergen share dispositive power over the shares held by Telluray. The reporting persons disclaim beneficial ownership of the shares, except to the extent of their pecuniary interest therein and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
| 4 | Common | Class A Common Stock | 2023-12-31 | A | A | 761,043 | — | 766,443 | I By Charitable Foundation | — | — | (F1) Received in exchange for shares of Class A Common Stock, par value $.01 par value per share ("DISH Class A Common Stock"), of DISH Network Corporation, a Nevada corporation ("DISH") in connection with the Amended and Restated Agreement and Plan of Merger, dated as of October 2, 2023 ("Merger Agreement"), by and between the Issuer, DISH and EAV Corp., a Nevada corporation and a wholly owned direct subsidiary of the Issuer ("Merger Sub"). Pursuant to the Merger Agreement, on December 31, 2023, Merger Sub merged with and into DISH with DISH surviving the merger as a wholly owned subsidiary of the Issuer (the "Merger"). At the effective time of the Merger (the "Effective Time"), each outstanding share of DISH Class A Common Stock was converted into the right to receive a number of Issuer Class A Common Stock equal to 0.350877 (the "Exchange Ratio"). (F3) These 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 and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
| 5 | Derivative | Class B Common Stock | 2023-12-31 | A | A | 19,999,989 | — | 28,799,989 | I I | — · — to — | 19,999,989 Class A Common Stock | (F7) Received in exchange for shares of DISH Class B Common Stock in connection with the Merger. At the Effective Time, each outstanding share of DISH Class B Common Stock was converted into the right to receive a number of shares of Issuer Class B Common Stock equal to the Exchange Ratio. (F9) 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 Issuer Class B shares and 57,000,000 shares of DISH Class B Common Stock to such trust. In connection with the Merger, such DISH shares converted into the right to receive 19,999,989 shares of Issuer Class B Common Stock. The 2023 December GRAT 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. (F6) 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. |
| 6 | Derivative | Class B Common Stock | 2023-12-31 | A | A | 31,403,491 | — | 31,403,491 | I I | — · — to — | 31,403,491 Class A Common Stock | (F7) Received in exchange for shares of DISH Class B Common Stock in connection with the Merger. At the Effective Time, each outstanding share of DISH Class B Common Stock was converted into the right to receive a number of shares of Issuer Class B Common Stock equal to the Exchange Ratio. (F8) 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 shares of DISH Class B Common Stock to such trust. In connection with the Merger, such shares converted into the right to receive 31,403,491 shares of Issuer Class B Common Stock. 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. (F6) 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. |
| 7 | Derivative | Class B Common Stock | 2023-12-31 | A | A | 22,382,661 | — | 35,190,866 | I I | — · — to — | 22,382,661 Class A Common Stock | (F7) Received in exchange for shares of DISH Class B Common Stock in connection with the Merger. At the Effective Time, each outstanding share of DISH Class B Common Stock was converted into the right to receive a number of shares of Issuer Class B Common Stock equal to the Exchange Ratio. (F4) These shares are held by Telluray Holdings, LLC ("Telluray"). Mrs. Ergen has sole voting power over the shares held by Telluray and Mr. Ergen and Mrs. Ergen share dispositive power over the shares held by Telluray. The reporting persons disclaim beneficial ownership of the shares, except to the extent of their pecuniary interest therein and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. (F6) 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. |
| 8 | Derivative | Class B Common Stock | 2023-12-31 | A | A | 9,824,556 | — | 9,824,556 | I I | — · — to — | 9,824,556 Class A Common Stock | (F7) Received in exchange for shares of DISH Class B Common Stock in connection with the Merger. At the Effective Time, each outstanding share of DISH Class B Common Stock was converted into the right to receive a number of shares of Issuer Class B Common Stock equal to the Exchange Ratio. (F5) On May 12, 2023, Mr. Charles W. Ergen established the Ergen Two-Year May 2023 DISH GRAT (the "2023 May DISH GRAT") and contributed a total of 26,000,000 shares of DISH Class A Common Stock and 28,000,000 shares of Class B Common Stock, par value $0.01 per share of DISH ("DISH Class B Common Stock") to such trust. In connection with the Merger, such shares converted into the right to receive 9,122,802 shares of Issuer Class A Common Stock and 9,824,556 shares of Issuer Class B Common Stock, respectively. The 2023 May DISH GRAT is scheduled to expire in accordance with its terms on May 12, 2025. Mrs. Cantey M. Ergen serves as the trustee of the 2023 May DISH GRAT. (F6) 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. |