0001415889-24-000434.txt : 20240103 0001415889-24-000434.hdr.sgml : 20240103 20240103194754 ACCESSION NUMBER: 0001415889-24-000434 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231231 FILED AS OF DATE: 20240103 DATE AS OF CHANGE: 20240103 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ORBAN PAUL W CENTRAL INDEX KEY: 0001197815 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39144 FILM NUMBER: 24509265 MAIL ADDRESS: STREET 1: 9601 SOUTH MERIDIAN BOULEVARD CITY: ENGLEWOOD STATE: CO ZIP: 80112 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: DISH Network CORP CENTRAL INDEX KEY: 0001001082 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] ORGANIZATION NAME: 06 Technology IRS NUMBER: 880336997 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 9601 S. MERIDIAN BLVD. CITY: ENGLEWOOD STATE: CO ZIP: 80112 BUSINESS PHONE: 3037231000 MAIL ADDRESS: STREET 1: 9601 S. MERIDIAN BLVD. CITY: ENGLEWOOD STATE: CO ZIP: 80112 FORMER COMPANY: FORMER CONFORMED NAME: ECHOSTAR COMMUNICATIONS CORP DATE OF NAME CHANGE: 19950919 4 1 form4-01042024_120149.xml X0508 4 2023-12-31 1 0001001082 DISH Network CORP DISH 0001197815 ORBAN PAUL W 9601 S. MERIDIAN BLVD. ENGLEWOOD CO 80112 false true false false EXECUTIVE VICE PRESIDENT, CFO 0 Class A Common Stock 2023-12-31 4 D 0 8703 D 0 D Class A Common Stock 2023-12-31 4 D 0 1518 D 0 I I Employee Stock Option (Right To Buy) 20 2023-12-31 4 D 0 186005 D 2032-07-22 Class A Common Stock 186005 0 D Employee Stock Option (Right To Buy) 20 2023-12-31 4 D 0 100000 D 2032-07-22 Class A Common Stock 100000 0 D Employee Stock Option (Right To Buy) 20 2023-12-31 4 D 0 38995 D 2032-07-22 Class A Common Stock 38995 0 D Employee Stock Option (Right To Buy) 20 2023-12-31 4 D 0 40000 D 2032-02-01 Class A Common Stock 40000 0 D Employee Stock Option (Right To Buy) 57.93 2023-12-31 4 D 0 30000 D 2027-01-01 Class A Common Stock 30000 0 D Restricted Stock Units 2023-12-31 4 D 0 540 D 2024-01-01 Class A Common Stock 540 0 D Includes shares acquired under the Company's Employee Stock Purchase Plan. Pursuant to the Amended and Restated Agreement and Plan of Merger, dated as of October 2, 2023 ("Merger Agreement"), by and between the Issuer, EchoStar Corporation, a Nevada corporation ("EchoStar") and EAV Corp., a Nevada corporation and a wholly owned direct subsidiary of EchoStar ("Merger Sub"), on December 31, 2023, Merger Sub merged with and into the Issuer with the Issuer surviving the merger as a wholly owned subsidiary of EchoStar (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of Class A Common Stock, par value $0.01 per share, of the Issuer ("Issuer Class A Common Stock") held by the Reporting Person was converted into the right to receive 0.350877 shares of Class A Common Stock, par value $0.001 per share, of EchoStar ("EchoStar Class A Common Stock"). By 401(K). 40% of the shares underlying these options vested immediately upon the grant date. The remaining 60% of the shares underlying these options vest 20% per year on each of July 1, 2023, July 1, 2024 and July 1, 2025. 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. The shares underlying these options vest 20% per year on each of July 1, 2023, July 1, 2024, July 1, 2025, July 1, 2026 and July 1, 2027. 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. The grant is subject to achievement of certain performance criteria prior to December 31, 2023 and will vest based on achievement of such criteria. The performance criteria are not tied to the market price of the Issuer's securities. 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. 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. 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. The grant was subject to achievement of certain performance criteria prior to December 31, 2020 and will vest based on achievement of such criteria. The performance criteria are not tied to the market price of the Issuer's securities. 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. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of Class A Common Stock of the Issuer, which will be issued to the Reporting Person immediately upon vesting. The RSUs vest in three equal annual installments, commencing upon January 1, 2022. Pursuant to the Merger Agreement, at the Effective Time, each RSU held by the Reporting Person was converted into a corresponding award with respect to EchoStar Class A Common Stock. /s/ Paul W. Orban, by Timothy A. Messner, Attorney-in-Fact 2024-01-03