SEC Form 4
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
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
ERGEN CHARLES W

(Last) (First) (Middle)
100 INVERNESS TERRACE EAST

(Street)
ENGLEWOOD CO 80112

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
EchoStar CORP [ SATS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chairman
3. Date of Earliest Transaction (Month/Day/Year)
11/30/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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 11/30/2015 M 500,000 A $29.54 703,262 D
Class A Common Stock 11/30/2015 G(1)(2) V 2,604 D $0 700,658 D
Class A Common Stock 11/30/2015 G(1) V 650 A $0 6,122 I By child(3)
Class A Common Stock 11/30/2015 G(1) V 650 A $0 6,122 I By custodian for child(4)
Class A Common Stock 47 I By spouse
Class A Common Stock 3,705 I By 401(k)
Class A Common Stock 201 I By spouse's 401(k)
Class A Common Stock 5,400 I By charitable foundation(5)
Hughes Retail Preferred Tracking Stock 6,290,499 I By DISH Network L.L.C.(3)
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) $29.54 11/30/2015 M 500,000 (6) 03/31/2018 Class A Common Stock 500,000 $0 0 D
Class B Common Stock (7) 11/30/2015 G(8) V 380,240 (7) (7) Class A Common Stock 380,240 (7) 35,804,038 D
Class B Common Stock (7) 11/30/2015 G(9) V 9,000,000 (7) (7) Class A Common Stock 9,000,000 (7) 26,804,038 D
Explanation of Responses:
1. This transaction involved a gift of shares by the reporting person to, among others, one of the reporting person's children and to the custodian for another of the reporting person's children.
2. This transaction involved a gift of shares by the reporting person to a trust established by the reporting person for the benefit of his family.
3. The reporting person disclaims beneficial ownership of the shares, except to the extent of his 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. The shares are held by a custodian for the reporting person's child. The reporting person disclaims 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. The shares are held by a charitable foundation. The reporting person is an officer of the charitable foundation and has both investment control and voting power for the foundation. The reporting person disclaims beneficial ownership of the shares, except to the extent of their pecuniary interest therein.
6. The shares underlying the option vested at the rate of 20% per year, commencing on March 31, 2009.
7. The holder of the shares of Class B stock 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. Pursuant to the terms of the Ergen Five-Year 2010 SATS GRAT, 380,240 shares were distributed as an annuity to Mr. Ergen on November 30, 2015, and the remaining 1,076,458 shares were distributed to a trust, the beneficiaries of which are members of the reporting person's family. Trusts for the reporting person's family members hold 4,808,205 Class B shares following this distribution. Following this distribution, the Ergen Five-Year 2010 SATS GRAT expired pursuant to its terms.
9. On November 30, 2015, the reporting person established the Ergen Three-Year 2015 SATS GRAT, a grantor retained annuity trust, and contributed a total of 9,000,000 Class B shares to such trust.
Remarks:
/s/ Dean A. Manson, his Attorney-in-Fact 12/02/2015
** 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).
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