0001104659-24-001000.txt : 20240103 0001104659-24-001000.hdr.sgml : 20240103 20240103185828 ACCESSION NUMBER: 0001104659-24-001000 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: 24509028 MAIL ADDRESS: STREET 1: 9601 S. MERIDIAN BLVD. CITY: ENGLEWOOD STATE: CO ZIP: 80112 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ERGEN CANTEY CENTRAL INDEX KEY: 0001138538 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33807 FILM NUMBER: 24509027 MAIL ADDRESS: STREET 1: DISH NETWORK CORPORATION 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 4 1 tm2333986-7_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 0001138538 ERGEN CANTEY 100 INVERNESS TERRACE EAST ENGLEWOOD CO 80112 1 0 1 1 Senior Advisor 0 Class A Common Stock 2023-12-31 4 A 0 3844 A 9966 I By child Class A Common Stock 2023-12-31 4 A 0 761043 A 766443 I By Charitable Foundation Class A Common Stock 2023-12-31 4 A 0 2350696 A 2350696 I I Class A Common Stock 2023-12-31 4 A 0 9122802 A 9122802 I I Class B Common Stock 2023-12-31 4 A 0 9824556 A Class A Common Stock 9824556 9824556 I I Class B Common Stock 2023-12-31 4 A 0 31403491 A Class A Common Stock 31403491 31403491 I I Class B Common Stock 2023-12-31 4 A 0 19999989 A Class A Common Stock 19999989 28799989 I I Class B Common Stock 2023-12-31 4 A 0 22382661 A Class A Common Stock 22382661 35190866 I I Class B Common Stock Class A Common Stock 5181574 5181574 I I Class B Common Stock Class A Common Stock 14500000 14500000 I I Class B Common Stock Class A Common Stock 2687900 2687900 I I Class B Common Stock Class A Common Stock 3693428 3693428 I I 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 reporting persons disclaim beneficial ownership of these 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. These shares are held by a charitable foundation. The reporting persons are officers of the charitable foundation and share voting and dispositive power for the foundation. The reporting persons disclaim 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. These shares are held by Telluray Holdings, LLC ("Telluray"). Mrs. Ergen has sole voting power over the shares held by Telluray and Mr. Ergen and Mrs. Ergen share dispositive power over the shares held by Telluray. The reporting persons disclaim 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. On May 12, 2023, Mr. Charles W. Ergen established the Ergen Two-Year May 2023 DISH GRAT (the "2023 May DISH GRAT") and contributed a total of 26,000,000 shares of DISH Class A Common Stock and 28,000,000 shares of Class B Common Stock, par value $0.01 per share of DISH ("DISH Class B Common Stock") to such trust. In connection with the Merger, such shares converted into the right to receive 9,122,802 shares of Issuer Class A Common Stock and 9,824,556 shares of Issuer Class B Common Stock, respectively. The 2023 May DISH 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 DISH GRAT. The holder of Class B shares 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. Received in exchange for shares of 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. On June 26, 2023, Mr. Ergen established the Ergen Two-Year June 2023 DISH GRAT (the "2023 June DISH GRAT") and contributed a total of 89,500,000 shares of DISH Class B Common Stock to such trust. In connection with the Merger, such shares converted into the right to receive 31,403,491 shares of Issuer Class B Common Stock. The 2023 June DISH GRAT is scheduled to expire in accordance with its terms on June 26, 2025. Mrs. Cantey M. Ergen serves as the trustee of the 2023 June DISH GRAT. On December 22, 2023, Mr. Ergen established the Ergen Two-Year December 2023 SATS GRAT (the "2023 December GRAT") and contributed a total of 8,800,000 Issuer Class B shares and 57,000,000 shares of DISH Class B Common Stock to such trust. In connection with the Merger, such DISH shares converted into the right to receive 19,999,989 shares of Issuer Class B Common Stock. The 2023 December GRAT is scheduled to expire in accordance with its terms on December 22, 2025. Mrs. Cantey M. Ergen serves as the trustee of the 2023 December GRAT. On December 21, 2022, Mr. Ergen established the Ergen Two-Year December 2022 SATS GRAT (the "2022 December GRAT") and contributed a total of 13,900,000 Issuer Class B shares to such trust. The 2022 December GRAT currently holds 5,181,574 Class B shares and is scheduled to expire in accordance with its terms on December 21, 2024. Mrs. Cantey M. Ergen serves as the trustee of the 2022 December GRAT. On June 23, 2023, Mr. Ergen established the Ergen Two-Year June 2023 SATS GRAT (the "2023 June GRAT") and contributed a total of 14,500,000 Issuer Class B shares to such trust. The 2023 June GRAT is scheduled to expire in accordance with its terms on June 23, 2025. Mrs. Cantey M. Ergen serves as the trustee of the 2023 June GRAT. On June 23, 2022, Mr. Ergen established the Ergen Two-Year June 2022 SATS GRAT (the "2022 June GRAT") and contributed a total of 7,000,000 Issuer Class B shares to such trust. The 2022 June GRAT currently holds 2,687,900 Class B shares. The 2022 June GRAT is scheduled to expire in accordance with its terms on June 23, 2024. Mrs. Cantey M. Ergen serves as the trustee of the 2022 June GRAT. On March 31, 2022, Mr. Ergen established the Ergen Two-Year March 2022 SATS GRAT (the "2022 March GRAT") and contributed a total of 9,900,000 Issuer Class B shares to such trust. The 2022 March GRAT currently holds 3,693,428 Class B shares and is scheduled to expire in accordance with its terms on March 31, 2024. Mrs. Cantey M. Ergen serves as the trustee of the 2022 March GRAT. /s/ Charles W. Ergen, by Dean A. Manson, his Attorney-in-Fact 2024-01-03 /s/ Cantey M. Ergen, by Dean A. Manson, her Attorney-In-Fact 2024-01-03