0001104659-24-001452.txt : 20240104 0001104659-24-001452.hdr.sgml : 20240104 20240104174325 ACCESSION NUMBER: 0001104659-24-001452 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20231231 FILED AS OF DATE: 20240104 DATE AS OF CHANGE: 20240104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ergen Two-Year May 2023 DISH GRAT CENTRAL INDEX KEY: 0001977990 ORGANIZATION NAME: STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33807 FILM NUMBER: 24513520 BUSINESS ADDRESS: STREET 1: C/O CANTEY M. ERGEN, TRUSTEE STREET 2: 9601 S. MERIDIAN BLVD. CITY: ENGLEWOOD STATE: CO ZIP: 80112 BUSINESS PHONE: 303-723-1000 MAIL ADDRESS: STREET 1: C/O CANTEY M. ERGEN, TRUSTEE STREET 2: 9601 S. MERIDIAN BLVD. CITY: ENGLEWOOD STATE: CO ZIP: 80112 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: EchoStar CORP CENTRAL INDEX KEY: 0001415404 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] ORGANIZATION NAME: 06 Technology IRS NUMBER: 261232727 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 100 INVERNESS TERRACE E. CITY: ENGLEWOOD STATE: CO ZIP: 80112 BUSINESS PHONE: 303-723-1277 MAIL ADDRESS: STREET 1: 100 INVERNESS TERRACE E. CITY: ENGLEWOOD STATE: CO ZIP: 80112 FORMER COMPANY: FORMER CONFORMED NAME: EchoStar Holding CORP DATE OF NAME CHANGE: 20071017 3 1 tm2333986-29_3seq1.xml OWNERSHIP DOCUMENT X0206 3 2023-12-31 0 0001415404 EchoStar CORP SATS 0001977990 Ergen Two-Year May 2023 DISH GRAT 9601 S. MERIDIAN BLVD ENGLEWOOD CO 80112 0 0 1 0 Class A Common Stock 9122802 D Class B Common Stock Class A Common Stock 9824556 D Pursuant to the Amended and Restated Agreement and Plan of Merger, dated as of October 2, 2023 (the "Merger Agreement") by and among the Issuer, DISH Network Corporation ("DISH") and EAV Corp, a Nevada corporation and a wholly owned direct subsidiary of the Issuer ("Merger Sub"), 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"). Pursuant to the Merger Agreement, at the effective time of the Merger each share of Class A common stock, par value $0.01, of DISH was converted into the right to receive 0.350877 shares of Class A common stock, $0.001 per share, of the Issuer. On May 12, 2023, Mr. Charles W. Ergen established the Ergen Two-Year May 2023 DISH GRAT (the "2023 May GRAT"). The 2023 May 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 GRAT. The reporting person 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. Pursuant to the Merger Agreement, at the effective time of the Merger each share of Class B common stock, par value $0.01, of DISH was converted into the right to receive 0.350877 shares of Class B common stock, $0.001 per share, of the Issuer. /s/ Cantey M. Ergen, Trustee of the ERGEN TWO-YEAR MAY 2023 DISH GRAT, by Dean Manson, her Attorney-in-Fact 2024-01-04 EX-24 2 tm2333986d29_ex24.htm EXHIBIT 24

 

Exhibit 24

POWER OF ATTORNEY

 

Known by all these presents, that the undersigned hereby constitutes and appoints each of Dean A. Manson, Timothy A. Messner, Daniel Pugh, Geji Loether, Daniel Conroy and Caleb Eugene signing singly, the undersigned's true and lawful attorney-in-fact to:

 

(1)execute for and on behalf of the undersigned, in the undersigned's capacity as an officer, director and/or shareholder of EchoStar Corporation, including any successor corporation(s) thereto (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

 

(2)do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

 

(3)take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

 

This Power of Attorney hereby supersedes and replaces all previous Powers of Attorney on behalf of the undersigned, including, but not limited to, Powers of Attorney for filings regarding DISH Network Corporation.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 4th day of January, 2024.

 

  ERGEN TWO-YEAR MAY 2023 DISH GRAT
   
  /s/ Cantey M. Ergen
  Name: Cantey M. Ergen, Trustee