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). | ||||||||||||||||
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
DISH Network CORP [ DISH ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/31/2023 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 12/31/2023 | D | 10,957 | D | (1)(2) | 0 | I | I(3) | ||
Class A Common Stock | 12/31/2023 | D | 2,168,975 | D | (1)(2) | 0 | I | I(4) | ||
Class A Common Stock | 12/31/2023 | D | 6,699,489 | D | (1)(2) | 0 | I | I(5) | ||
Class A Common Stock | 12/31/2023 | D | 26,000,000 | D | (1)(2) | 0 | I | I(6) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Class B Common Stock | (7) | 12/31/2023 | D | 63,790,699 | (7) | (7) | Class A Common Stock | 63,790,699 | (1)(2) | 0 | I | I(5) | |||
Class B Common Stock | (7) | 12/31/2023 | D | 28,000,000 | (7) | (7) | Class A Common Stock | 28,000,000 | (1)(2) | 0 | I | I(6) | |||
Class B Common Stock | (7) | 12/31/2023 | D | 89,500,000 | (7) | (7) | Class A Common Stock | 89,500,000 | (1)(2) | 0 | I | I(8) | |||
Class B Common Stock | (7) | 12/31/2023 | D | 57,000,000 | (7) | (7) | Class A Common Stock | 57,000,000 | (1)(2) | 0 | I | I(9) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Pursuant to the Amended and Restated Agreement and Plan of Merger, dated as of October 2, 2023 ("Merger Agreement"), by and between the Issuer, EchoStar Corporation, a Nevada corporation ("EchoStar") and EAV Corp., a Nevada corporation and a wholly owned direct subsidiary of EchoStar ("Merger Sub"), on December 31, 2023, Merger Sub merged with and into the Issuer with the Issuer surviving the merger as a wholly owned subsidiary of EchoStar (the "Merger"). |
2. Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of Class A Common Stock, par value $0.01 per share, of the Issuer ("Issuer Class A Common Stock") and Class B Common Stock, par value $0.01 per share, of the Issuer ("Issuer Class B Common Stock") held by the Reporting Person was converted into the right to receive 0.350877 shares of Class A Common Stock, par value $0.001 per share, of EchoStar ("EchoStar Class A Common Stock") or Class B Common Stock, par value $0.001 per share, of EchoStar ("EchoStar Class B Common Stock"), as applicable. |
3. Immediately prior to the Effective Time, the shares were owned beneficially by the reporting persons' child. The reporting persons disclaim beneficial ownership of the shares, except to the extent of their pecuniary interest therein. |
4. Immediately prior to the Effective Time, the shares were 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. |
5. Immediately prior to the Effective Time, the shares were held by Telluray Holdings, LLC ("Telluray Holdings"). Mr. Ergen and Mrs. Ergen are the managers of Telluray Holdings, LLC. Mrs. Ergen, as a manager of Telluray Holdings, LLC, has sole voting power over the Class A shares and Class B shares held by Telluray Holdings, LLC, and Mr. Ergen and Mrs. Ergen, as the managers of Telluray Holdings, LLC, share dispositive power over the Class A shares and Class B shares held by Telluray Holdings, LLC. The reporting persons disclaim beneficial ownership of the shares, except to the extent of their pecuniary interest therein. |
6. Immediately prior to the Effective Time, the Ergen Two-Year May 2023 DISH GRAT held 26,000,000 Class A shares and 28,000,000 Class B shares and is scheduled to expire in accordance with its terms on May 12, 2025. Mrs. Ergen serves as the trustee of such GRAT. |
7. 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. |
8. Immediately prior to the Effective Time, the Ergen Two-Year June 2023 DISH GRAT held 89,500,000 Class B shares and is scheduled to expire in accordance with its terms on June 26, 2025. Mrs. Ergen serves as the trustee of such GRAT. |
9. Immediately prior to the Effective Time, the Ergen Two-Year December 2023 SATS GRAT held 57,000,000 Class B shares and is scheduled to expire in accordance with its terms on December 22, 2025. Mrs. Ergen serves as the trustee of such GRAT. |
/s/ Charles W. Ergen, by Timothy A. Messner, Attorney-in-Fact | 01/03/2024 | |
/s/ Cantey M. Ergen, by Timothy A. Messner, Attorney-in-Fact | 01/03/2024 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |