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