Statement of Changes in Beneficial Ownership (4)
December 23 2022 - 4:17PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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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1. Name and Address of Reporting Person
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ERGEN CHARLES W |
2. Issuer Name and Ticker or Trading Symbol
EchoStar CORP
[
SATS
]
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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 |
(Last)
(First)
(Middle)
100 INVERNESS TERRACE EAST |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/21/2022 |
(Street)
ENGLEWOOD, CO 80112
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock | | | | | | | | 2200678 | D | |
Class A Common Stock | | | | | | | | 6122 | I | By child (1) |
Class A Common Stock | | | | | | | | 47 | I | By spouse |
Class A Common Stock | | | | | | | | 3705 | I | By 401(k) |
Class A Common Stock | | | | | | | | 201 | I | By spouse's 401(k) |
Class A Common Stock | | | | | | | | 5400 | I | By Charitable Foundation (2) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 | (3) | 12/21/2022 | | G (4) | | | 13630860 | (3) | (3) | Class A Common Stock | 13630860 | $0 | 0 | I | I (4) |
Class B Common Stock | (3) | 12/21/2022 | | G (4) | | 13630860 | | (3) | (3) | Class A Common Stock | 13630860 | $0 | 13925066 | D | |
Class B Common Stock | (3) | 12/21/2022 | | G (5) | | | 13900000 | (3) | (3) | Class A Common Stock | 13900000 | $0 | 25066 | D | |
Class B Common Stock | (3) | 12/21/2022 | | G (5) | | 13900000 | | (3) | (3) | Class A Common Stock | 13900000 | $0 | 13900000 | I | I (5) |
Class B Common Stock | (3) | | | | | | | (3) | (3) | Class A Common Stock | 7000000 | | 7000000 | I | I (6) |
Class B Common Stock | (3) | | | | | | | (3) | (3) | Class A Common Stock | 4053768 | | 4053768 | I | I (7) |
Class B Common Stock | (3) | | | | | | | (3) | (3) | Class A Common Stock | 9900000 | | 9900000 | I | I (8) |
Class B Common Stock | (3) | | | | | | | (3) | (3) | Class A Common Stock | 12808205 | | 12808205 | I | I (9) |
Explanation of Responses: |
(1) | 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. |
(2) | 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. |
(3) | 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. |
(4) | On December 21, 2020, Mr. Ergen established the Ergen Two-Year December 2020 SATS GRAT (the "2020 December GRAT") and contributed a total of 21,000,000 Class B shares to such trust. Pursuant to the terms of the 2020 December GRAT, all of the remaining 13,630,860 Class B Shares were distributed as an annuity to Mr. Ergen on December 21, 2022 and the 2020 December GRAT expired in accordance with its terms. Mrs. Cantey M. Ergen served as the trustee of the 2020 December GRAT. |
(5) | On December 21, 2022, Mr. Charles W. Ergen established the Ergen Two-Year December 2022 SATS GRAT (the "2022 December GRAT") and contributed a total of 13,900,000 Class B Shares to such trust. The 2022 December GRAT 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. |
(6) | 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 Class B shares to such trust. 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. |
(7) | On June 9, 2021, Mr. Ergen established the Ergen Two-Year June 2021 SATS GRAT (the "2021 June GRAT") and contributed a total of 9,000,000 Class B shares to such trust. The 2021 June GRAT currently holds 4,053,768 Class B shares and is scheduled to expire in accordance with its terms on June 9, 2023. Mrs. Cantey M. Ergen serves as the trustee of the 2021 June GRAT. |
(8) | 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 Class B shares to such trust. The 2022 March GRAT 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. |
(9) | These shares are held by Telluray Holdings, LLC ("Telluray"). Mrs. Ergen has sole voting power over the Class B shares held by Telluray and Mr. Ergen and Mrs. Ergen share dispositive power over the Class B 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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
ERGEN CHARLES W 100 INVERNESS TERRACE EAST ENGLEWOOD, CO 80112 | X | X | Chairman |
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ERGEN CANTEY 100 INVERNESS TERRACE EAST ENGLEWOOD, CO 80112 |
| X |
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Signatures
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/s/ Charles W. Ergen, by Dean A. Manson, his Attorney-in-Fact | | 12/23/2022 |
**Signature of Reporting Person | Date |
/s/ Cantey M. Ergen, by Dean A. Manson, her Attorney-In-Fact | | 12/23/2022 |
**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 control number. |
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