0001104659-24-000997.txt : 20240103
0001104659-24-000997.hdr.sgml : 20240103
20240103185530
ACCESSION NUMBER: 0001104659-24-000997
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: ERGEN CHARLES W
CENTRAL INDEX KEY: 0000904548
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33807
FILM NUMBER: 24509010
MAIL ADDRESS:
STREET 1: 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
4
1
tm2333986-3_4seq1.xml
OWNERSHIP DOCUMENT
X0508
4
2023-12-31
0
0001415404
EchoStar CORP
SATS
0000904548
ERGEN CHARLES W
100 INVERNESS TERRACE EAST
ENGLEWOOD
CO
80112
1
1
1
0
Chairman
0
Class A Common Stock
2023-12-31
4
A
0
30028
A
2229986
D
Class A Common Stock
2023-12-31
4
A
0
7575
A
11280
I
By 401(k)
Class A Common Stock
2024-01-01
4
M
0
413
A
2230399
D
Class A Common Stock
2024-01-01
4
F
0
142
16.57
D
2230257
D
Class B Common Stock
2023-12-31
4
A
0
50732
A
Class A Common Stock
50732
66664
D
Employee Stock Option (Right to Buy)
165.11
2023-12-31
4
A
0
21052
A
2027-01-01
Class A Common Stock
21052
21052
D
Employee Stock Option (Right to Buy)
78.98
2023-12-31
4
A
0
4385962
A
2031-02-06
Class A Common Stock
4385962
4385962
D
Restricted Stock Units
2023-12-31
4
A
0
413
A
2024-01-01
Class A Common Stock
413
413
D
Restricted Stock Units
2024-01-01
4
M
0
413
0
D
2024-01-01
Class A Common Stock
413
0
D
Employee Stock Option (Right to Buy)
100.95
2023-12-31
4
A
0
35087
A
2028-10-01
Class A Common Stock
35087
35087
D
Employee Stock Option (Right to Buy)
100.95
2023-12-31
4
A
0
17543
A
2028-10-01
Class A Common Stock
17543
17543
D
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").
The holder of the Class B shares 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.
Received in exchange for shares of Class B Common Stock, par value $0.01 per share of DISH ("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.
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.
Received in exchange for an employee stock option to acquire shares of DISH Class A Common Stock in connection with the Merger. At the Effective Time, each stock option held by the reporting person was converted into an Issuer stock option on substantially the same terms and conditions, with respect to a number of shares of Issuer Class A Common Stock equal to (i) the number of shares of DISH Class A Common Stock subject to the corresponding DISH stock option immediately prior to the Effective Time, multiplied by the Exchange Ratio, at an exercise price equal to the exercise price of the corresponding DISH stock option immediately prior to the Effective Time divided by the Exchange Ratio.
The grant is subject to the achievement of performance vesting goals based on specified stock targets. For additional information, please refer to DISH's Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 filed with the Securities and Exchange Commission on November 6, 2020. As a result of the Merger, the DISH Class A Common Stock price targets will be adjusted by dividing such price targets by the Exchange Ratio.
Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of Issuer Class A Common Stock, which will be issued to the reporting person immediately upon vesting.
The RSUs vest in three equal annual installments, commencing January 1, 2022.
Received in exchange for restricted stock units representing a contingent right to receive DISH Class A Common Stock in connection with the Merger. At the Effective Time, each restricted stock unit held by the reporting person was converted into an Issuer RSU on substantially the same terms and conditions, with respect to a number of shares of Issuer Class A Common Stock equal to (i) the number of shares of DISH Class A Common Stock subject to the corresponding DISH restricted stock unit award immediately prior to the Effective Time, multiplied by (ii) the Exchange Ratio.
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.
Represents shares withheld to cover certain tax obligations in connection with the vested restricted stock units listed in Table II.
The shares underlying the options vest at the rate of 20% per year, commencing October 1, 2019.
/s/ Charles W. Ergen, by Dean Manson, Attorney-in-Fact
2024-01-03