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