Dean A. Manson
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D/A, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. ¨
*The remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP No. 278768 106
1. |
NAME OF REPORTING PERSON |
|
Charles W. Ergen |
|
|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: |
|
|
|
(a) ¨ |
|
(b) x |
|
|
3. |
SEC Use Only |
|
|
|
|
4. |
SOURCE OF FUNDS
OO |
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5. |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨ |
|
|
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A. |
Number Of
Shares
Beneficially
Owned By
Each Reporting
Person With |
7. |
SOLE VOTING POWER
12,489,789 SHARES (1) (2)
575,373 SIXTY DAY SHARES (3)
|
8. |
SHARED VOTING POWER
37,413,403 SHARES (1) (4)
|
9. |
SOLE DISPOSITIVE POWER
12,489,789 SHARES (1) (2)
575,373 SIXTY DAY SHARES (3)
|
10. |
SHARED DISPOSITIVE POWER
37,413,403 SHARES (1) (4) |
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY THE REPORTING PERSON
50,478,565 |
|
|
12. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨ |
|
|
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|
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 59.8%
(5) |
|
|
14. |
TYPE OF REPORTING PERSON
IN |
(1) Includes
shares of Class A Common Stock, $0.001 par value per share (“Class A Common Stock”) and Class B Common Stock,
$0.001 par value per share (“Class B Common Stock”) of EchoStar Corporation (“EchoStar”). The shares of
Class B Common Stock are convertible into shares of Class A Common Stock on a one-for-one basis at any time.
(2) Consists
of: (i) 2,200,678 shares of Class A Common Stock beneficially owned directly by Mr. Ergen; (ii) 3,705 shares of Class A
Common Stock beneficially owned indirectly by Mr. Ergen in the DISH Network Corporation (“DISH Network”) 401(k) Employee
Savings Plan (the “DISH Network 401(k) Plan”); and (iii) 10,285,406 shares of Class B Common Stock beneficially
owned directly by Mr. Ergen.
(3) “Sixty
Day Shares” are shares of Class A Common Stock deemed to be beneficially owned under Rule 13d-3(d)(1) because Mr. Ergen
has the right to acquire beneficial ownership of such shares within 60 days of the date hereof.
(4) Consists
of: (i) 47 shares of Class A Common Stock beneficially owned directly by Mr. Ergen’s spouse, Cantey M. Ergen; (ii) 201
shares of Class A Common Stock beneficially owned indirectly by Mrs. Ergen in the DISH Network 401(k) Plan; (iii) 6,122
shares of Class A Common Stock beneficially owned by one of Mr. Ergen’s children; (iv) 5,400 shares of Class A
Common Stock beneficially owned by a charitable foundation for which Mr. Ergen is an officer and for which he shares voting and
dispositive power with Mrs. Ergen; (v) 12,808,205 shares of Class B Common Stock held by Telluray Holdings, LLC (“Telluray
Holdings”), for which Mrs. Ergen has sole voting power as a manager of Telluray Holdings and for which Mr. Ergen and
Mrs. Ergen share dispositive power as the managers of Telluray Holdings; (vi) 3,693,428 shares of Class B Common Stock
owned beneficially by Mrs. Ergen solely by virtue of her position as trustee of the Ergen Two-Year March 2022 SATS GRAT (the
“2022 March GRAT”); (vii) 7,000,000 shares of Class B Common Stock owned beneficially by Mrs. Ergen solely
by virtue of her position as trustee of the Ergen Two-Year June 2022 SATS GRAT (the “2022 June GRAT”); and (viii) 13,900,000
shares of Class B Common Stock owned beneficially by Mrs. Ergen solely by virtue of her position as trustee of the Ergen Two-Year
December 2022 SATS GRAT (the “2022 December GRAT”).
(5) Based
on 36,090,106 shares of Class A Common Stock outstanding on June 8, 2023 and assuming the conversion of only the shares of
Class B Common Stock beneficially owned by Mr. Ergen into Class A Common Stock and giving effect to the exercise of options
held by Mr. Ergen that are either currently exercisable as of, or may become exercisable within 60 days after, June 8, 2023.
Because each share of Class B Common Stock is entitled to 10 votes per share, Mr. Ergen may be deemed to beneficially own equity
securities of EchoStar representing approximately 93.4% of the voting power of EchoStar (assuming no conversion of any Class B Common
Stock and giving effect to the exercise of options held by Mr. Ergen that are either currently exercisable as of, or may become
exercisable within 60 days after, June 8, 2023).
CUSIP No. 278768 106
1. |
NAME OF REPORTING PERSON |
|
Cantey M. Ergen |
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|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: |
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(a) ¨ |
|
(b) x |
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3. |
SEC Use Only |
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|
4. |
SOURCE OF FUNDS
OO |
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5. |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨ |
|
|
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A. |
Number Of
Shares
Beneficially
Owned By
Each Reporting
Person With |
7. |
SOLE VOTING POWER
37,401,881 SHARES (1) (2)
|
8. |
SHARED VOTING POWER
12,501,311 SHARES (1) (3)
|
9. |
SOLE DISPOSITIVE POWER
24,593,676 SHARES (1) (4)
|
10. |
SHARED DISPOSITIVE POWER
25,309,516 SHARES (1) (5) |
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY THE REPORTING PERSON
49,903,192 |
|
|
12. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨ |
|
|
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|
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 59.6% (6) |
|
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14. |
TYPE OF REPORTING PERSON
IN |
(1) Includes
shares of Class A Common Stock and Class B Common Stock. The shares of Class B Common Stock are convertible into shares
of Class A Common Stock on a one-for-one basis at any time.
(2) Consists
of: (i) 47 shares of Class A Common Stock beneficially owned directly by Mrs. Ergen; (ii) 201 shares of Class A
Common Stock beneficially owned indirectly by Mrs. Ergen in the DISH Network 401(k) Plan; (iii) 12,808,205 shares of Class B
Common Stock held by Telluray Holdings, for which Mrs. Ergen has sole voting power as a manager of Telluray Holdings; (iv) 3,693,428
shares of Class B Common Stock owned beneficially by Mrs. Ergen solely by virtue of her position as trustee of the 2022 March GRAT;
(v) 7,000,000 shares of Class B Common Stock owned beneficially by Mrs. Ergen solely by virtue of her position as trustee
of the 2022 June GRAT; and (vi) 13,900,000 shares of Class B Common Stock owned beneficially by Mrs. Ergen solely
by virtue of her position as trustee of the 2022 December GRAT. Mrs. Ergen exercises voting power with respect to Telluray
Holdings and each of the 2022 March GRAT, the 2022 June GRAT and the 2022 December GRAT independently and, with respect
to the 2022 March GRAT, the 2022 June GRAT and the 2022 December GRAT, in accordance with her fiduciary responsibilities
to the beneficiaries of such trusts.
(3) Consists
of: (i) 2,200,678 shares of Class A Common Stock beneficially owned directly by Mrs. Ergen’s spouse, Mr. Ergen;
(ii) 3,705 shares of Class A Common Stock beneficially owned indirectly by Mr. Ergen in the DISH Network 401(k) Plan;
(iii) 10,285,406 shares of Class B Common Stock beneficially owned directly by Mr. Ergen; (iv) 6,122 shares of Class A
Common Stock beneficially owned by one of Mrs. Ergen’s children; and (v) 5,400 shares of Class A Common Stock beneficially
owned by a charitable foundation for which Mrs. Ergen is an officer and for which she shares voting and dispositive power with Mr. Ergen.
(4) Consists
of: (i) 47 shares of Class A Common Stock beneficially owned directly by Mrs. Ergen; (ii) 201 shares of Class A
Common Stock beneficially owned indirectly by Mrs. Ergen in the DISH Network 401(k) Plan; (iii) 3,693,428 shares of Class B
Common Stock owned beneficially by Mrs. Ergen solely by virtue of her position as trustee of the 2022 March GRAT; (iv) 7,000,000
shares of Class B Common Stock owned beneficially by Mrs. Ergen solely by virtue of her position as trustee of the 2022 June GRAT;
and (v) 13,900,000 shares of Class B Common Stock owned beneficially by Mrs. Ergen solely by virtue of her position as
trustee of the 2022 December GRAT. Mrs. Ergen exercises dispositive power with respect to each of the 2022 March GRAT,
the 2022 June GRAT and the 2022 December GRAT independently and in accordance with her fiduciary responsibilities to the beneficiaries
of such trusts.
(5) Consists
of: (i) 2,200,678 shares of Class A Common Stock beneficially owned directly by Mrs. Ergen’s spouse, Mr. Ergen;
(ii) 3,705 shares of Class A Common Stock beneficially owned indirectly by Mr. Ergen in the DISH Network 401(k) Plan;
(iii) 10,285,406 shares of Class B Common Stock beneficially owned directly by Mr. Ergen; (iv) 6,122 shares of Class A
Common Stock beneficially owned by one of Mrs. Ergen’s children; (v) 5,400 shares of Class A Common Stock beneficially
owned by a charitable foundation for which Mrs. Ergen is an officer and for which she shares voting and dispositive power with Mr. Ergen;
and (vi) 12,808,205 shares of Class B Common Stock held by Telluray Holdings, for which Mr. Ergen and Mrs. Ergen share
dispositive power as the managers of Telluray Holdings.
(6) Based
on 36,090,106 shares of Class A Common Stock outstanding on June 8, 2023 and assuming the conversion of only the shares of Class B
Common Stock beneficially owned by Mrs. Ergen into Class A Common Stock. Because each share of Class B Common Stock is
entitled to 10 votes per share, Mrs. Ergen may be deemed to beneficially own equity securities of EchoStar representing approximately
93.4% of the voting power of EchoStar (assuming no conversion of any Class B Common Stock).
CUSIP No. 278768 106
1. |
NAME OF REPORTING PERSON |
|
Ergen Two-Year June 2021 SATS GRAT |
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: |
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|
(a) ¨ |
|
(b) x |
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3. |
SEC Use Only |
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4. |
SOURCE OF FUNDS
OO |
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5. |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨ |
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6. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Colorado |
Number Of
Shares
Beneficially
Owned By
Each Reporting
Person With |
7. |
SOLE VOTING POWER
0 SHARES
|
8. |
SHARED VOTING POWER
|
9. |
SOLE DISPOSITIVE POWER
0 SHARES
|
10. |
SHARED DISPOSITIVE POWER
|
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY THE REPORTING PERSON
0 |
|
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12. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨ |
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13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% |
|
|
14. |
TYPE OF REPORTING PERSON
OO |
CUSIP No. 278768 106
1. |
NAME OF REPORTING PERSON |
|
Ergen Two-Year March 2022 SATS GRAT |
|
|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: |
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|
(a) ¨ |
|
(b) x |
|
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3. |
SEC Use Only |
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4. |
SOURCE OF FUNDS
OO |
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5. |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨ |
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6. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Colorado |
Number Of
Shares
Beneficially
Owned By
Each Reporting
Person With |
7. |
SOLE VOTING POWER
3,693,428 SHARES (1)
|
8. |
SHARED VOTING POWER
|
9. |
SOLE DISPOSITIVE POWER
3,693,428 SHARES (1)
|
10. |
SHARED DISPOSITIVE POWER
|
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY THE REPORTING PERSON
3,693,428 |
|
|
12. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨ |
|
|
|
|
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 9.3% (2) |
|
|
14. |
TYPE OF REPORTING PERSON
OO |
(1) All
of the shares beneficially held by the 2022 March GRAT are shares of Class B Common Stock. The shares of Class B Common
Stock are convertible into shares of Class A Common Stock on a one-for-one basis at any time.
(2) Based
on 36,090,106 shares of Class A Common Stock outstanding on June 8, 2023 and assuming conversion of only the shares of Class B
Common Stock beneficially owned by the 2022 March GRAT into Class A Common Stock. Because such Class B Common Stock is
convertible on a one-for-one basis into Class A Common Stock, assuming conversion of all shares of outstanding Class B Common
Stock into Class A Common Stock, the percentage of the Class A Common Stock that the 2022 March GRAT may be deemed to
beneficially own would be approximately 4.4%. Because each share of Class B Common Stock is entitled to 10 votes per share, the
2022 March GRAT beneficially owns equity securities of EchoStar representing approximately 7.2% of the voting power of EchoStar
(assuming no conversion of any Class B Common Stock).
CUSIP No. 278768 106
1. |
NAME OF REPORTING PERSON |
|
Ergen Two-Year June 2022 SATS GRAT |
|
|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: |
|
|
|
(a) ¨ |
|
(b) x |
|
|
3. |
SEC Use Only |
|
|
|
|
4. |
SOURCE OF FUNDS
OO |
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5. |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨ |
|
|
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Colorado |
Number Of
Shares
Beneficially
Owned By
Each Reporting
Person With |
7. |
SOLE VOTING POWER
7,000,000 SHARES (1)
|
8. |
SHARED VOTING POWER
|
9. |
SOLE DISPOSITIVE POWER
7,000,000 SHARES (1)
|
10. |
SHARED DISPOSITIVE POWER
|
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY THE REPORTING PERSON
7,000,000 |
|
|
12. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨ |
|
|
|
|
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 16.2% (2) |
|
|
14. |
TYPE OF REPORTING PERSON
OO |
(1) All
of the shares beneficially held by the 2022 June GRAT are shares of Class B Common Stock. The shares of Class B Common
Stock are convertible into shares of Class A Common Stock on a one-for-one basis at any time.
(2) Based
on 36,090,106 shares of Class A Common Stock outstanding on June 8, 2023 and assuming conversion of only the shares of Class B
Common Stock beneficially owned by the 2022 June GRAT into Class A Common Stock. Because such Class B Common Stock is
convertible on a one-for-one basis into Class A Common Stock, assuming conversion of all shares of outstanding Class B Common
Stock into Class A Common Stock, the percentage of the Class A Common Stock that the 2022 June GRAT may be deemed to beneficially
own would be approximately 8.4%. Because each share of Class B Common Stock is entitled to 10 votes per share, the 2022 June GRAT
beneficially owns equity securities of EchoStar representing approximately 13.6% of the voting power of EchoStar (assuming no conversion
of any Class B Common Stock).
CUSIP No. 278768 106
1. |
NAME OF REPORTING PERSON |
|
Ergen Two-Year December 2022 SATS GRAT |
|
|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: |
|
|
|
(a) ¨ |
|
(b) x |
|
|
3. |
SEC Use Only |
|
|
|
|
4. |
SOURCE OF FUNDS
OO |
|
|
5. |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨ |
|
|
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Colorado |
Number Of
Shares
Beneficially
Owned By
Each Reporting
Person With |
7. |
SOLE VOTING POWER
13,900,000 SHARES (1)
|
8. |
SHARED VOTING POWER
|
9. |
SOLE DISPOSITIVE POWER
13,900,000 SHARES (1)
|
10. |
SHARED DISPOSITIVE POWER
|
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY THE REPORTING PERSON
13,900,000 |
|
|
12. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨ |
|
|
|
|
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 27.8% (2) |
|
|
14. |
TYPE OF REPORTING PERSON
OO |
(1) All
of the shares beneficially held by the 2022 December GRAT are shares of Class B Common Stock. The shares of Class B Common
Stock are convertible into shares of Class A Common Stock on a one-for-one basis at any time.
(2) Based
on 36,090,106 shares of Class A Common Stock outstanding on June 8, 2023 and assuming conversion of only the shares of Class B
Common Stock beneficially owned by the 2022 December GRAT into Class A Common Stock. Because such Class B Common Stock
is convertible on a one-for-one basis into Class A Common Stock, assuming conversion of all shares of outstanding Class B Common
Stock into Class A Common Stock, the percentage of the Class A Common Stock that the 2022 December GRAT may be deemed
to beneficially own would be approximately 16.6%. Because each share of Class B Common Stock is entitled to 10 votes per share,
the 2022 December GRAT beneficially owns equity securities of EchoStar representing approximately 27.1% of the voting power of EchoStar
(assuming no conversion of any Class B Common Stock).
CUSIP No. 278768 106
1. |
NAME OF REPORTING PERSON |
|
Telluray Holdings, LLC |
|
|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: |
|
|
|
(a) ¨ |
|
(b) x |
|
|
3. |
SEC Use Only |
|
|
|
|
4. |
SOURCE OF FUNDS
OO |
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5. |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨ |
|
|
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Wyoming |
Number Of
Shares
Beneficially
Owned By
Each Reporting
Person With |
7. |
SOLE VOTING POWER
12,808,205 SHARES (1)
|
8. |
SHARED VOTING POWER
|
9. |
SOLE DISPOSITIVE POWER
12,808,205 SHARES (1)
|
10. |
SHARED DISPOSITIVE POWER
|
11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY THE REPORTING PERSON
12,808,205 |
|
|
12. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨ |
|
|
|
|
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 26.2% (2) |
|
|
14. |
TYPE OF REPORTING PERSON
OO |
(1) All
of the shares beneficially held by Telluray Holdings are shares of Class B Common Stock, for which Mrs. Ergen has sole voting
power as a manager of Telluray Holdings and for which Mr. Ergen and Mrs. Ergen share dispositive power as the managers of Telluray
Holdings. The shares of Class B Common Stock are convertible into shares of Class A Common Stock on a one-for-one basis at
any time.
(2) Based
on 36,090,106 shares of Class A Common Stock outstanding on June 8, 2023 and assuming conversion of only the shares of Class B
Common Stock beneficially owned by Telluray Holdings into Class A Common Stock. Because such Class B Common Stock is convertible
on a one-for-one basis into Class A Common Stock, assuming conversion of all shares of outstanding Class B Common Stock into
Class A Common Stock, the percentage of the Class A Common Stock that Telluray Holdings may be deemed to beneficially own would
be approximately 15.3%. Because each share of Class B Common Stock is entitled to 10 votes per share, Telluray Holdings beneficially
owns equity securities of EchoStar representing approximately 25.0% of the voting power of EchoStar (assuming no conversion of any Class B
Common Stock).
ITEM 2. |
Identity and Background. |
Item 2 is amended and restated as follows:
This statement is being filed jointly by: (a) Charles
W. Ergen; (b) Cantey M. Ergen; (c) the Ergen Two-Year 2021 June SATS GRAT (the “2021 June GRAT”); (d) the
2022 March GRAT; (e) the 2022 June GRAT; (f) the 2022 December GRAT; and (g) Telluray Holdings, who are
together referred to as the “Reporting Persons.” This Schedule 13D relates solely to, and is being filed for, shares held
by Mr. and Mrs. Ergen, the 2021 June GRAT, the 2022 March GRAT, the 2022 June GRAT, the 2022 December GRAT
and Telluray Holdings.
(A) Charles W. Ergen
Mr. Ergen’s principal occupation is Chairman of each of
EchoStar and DISH Network, and his principal address is 9601 S. Meridian Blvd., Englewood, Colorado 80112. Mr. Ergen has not, during
the last five years, (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been
a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding been subject
to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activity subject to, federal or state
securities laws or finding any violation with respect to such laws. Mr. Ergen is a citizen of the United States.
(B) Cantey M. Ergen
Mrs. Ergen is a Senior Advisor and member of the Board of Directors
of DISH Network and her principal address is 9601 S. Meridian Blvd., Englewood, Colorado 80112. Mrs. Ergen has not, during the last
five years, (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been
a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding been subject
to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activity subject to, federal or state
securities laws or finding any violation with respect to such laws. Mrs. Ergen is a citizen of the United States.
(C) 2021 June GRAT
The 2021 June GRAT was formed under the laws of the State of Colorado
and its principal business is to hold a portion of the assets and estate of Mr. Ergen. Its address is c/o Cantey M. Ergen,
as Trustee, at 9601 S. Meridian Blvd., Englewood, Colorado 80112. The 2021 June GRAT has not, during the last five years, (i) been
convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result of such proceeding been subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating activity subject to, federal or state securities laws or finding
any violation with respect to such laws.
(D) 2022 March GRAT
The 2022 March GRAT was formed under the laws of the State of
Colorado and its principal business is to hold a portion of the assets and estate of Mr. Ergen. Its address is c/o Cantey M. Ergen,
as Trustee, at 9601 S. Meridian Blvd., Englewood, Colorado 80112. The 2022 March GRAT has not, during the last five years, (i) been
convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result of such proceeding been subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating activity subject to, federal or state securities laws or finding
any violation with respect to such laws. As trustee of the 2022 March GRAT, Mrs. Ergen is vested with sole voting and dispositive
power over the 3,693,428 shares of Class B Common Stock held by the 2022 March GRAT, except as set forth in Item 6.
(E) 2022 June GRAT
The 2022 June GRAT was formed under the laws of the State of Colorado
and its principal business is to hold a portion of the assets and estate of Mr. Ergen. Its address is c/o Cantey M. Ergen,
as Trustee, at 9601 S. Meridian Blvd., Englewood, Colorado 80112. The 2022 June GRAT has not, during the last five years, (i) been
convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result of such proceeding been subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating activity subject to, federal or state securities laws or finding
any violation with respect to such laws. As trustee of the 2022 June GRAT, Mrs. Ergen is vested with sole voting and dispositive
power over the 7,000,000 shares of Class B Common Stock held by the 2022 June GRAT, except as set forth in Item 6.
(F) 2022 December GRAT
The 2022 December GRAT was formed under the laws of the State
of Colorado and its principal business is to hold a portion of the assets and estate of Mr. Ergen. Its address is c/o Cantey M. Ergen,
as Trustee, at 9601 S. Meridian Blvd., Englewood, Colorado 80112. The 2022 December GRAT has not, during the last five years, (i) been
convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result of such proceeding been subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating activity subject to, federal or state securities laws or finding
any violation with respect to such laws. As trustee of the 2022 December GRAT, Mrs. Ergen is vested with sole voting and dispositive
power over the 13,900,000 shares of Class B Common Stock held by the 2022 December GRAT, except as set forth in Item 6.
(G) Telluray Holdings
Telluray Holdings is a limited liability company organized under the
laws of the State of Wyoming and its principal business is to hold a portion of the assets and estate of Mr. Ergen and to hold certain
assets of certain trusts established for the benefit of his family. Its address is 1623 Central Avenue, Suite 214, Cheyenne, Wyoming
82001. Telluray Holdings has not, during the last five years, (i) been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or
mandating activity subject to, federal or state securities laws or finding any violation with respect to such laws.
Mr. Ergen and certain trusts established for the benefit of his
family are the members of Telluray Holdings. Mr. Ergen and Mrs. Ergen are the managers of Telluray Holdings. As a manager of
Telluray Holdings, Mrs. Ergen has sole voting power over the shares of Class B Common Stock held by Telluray Holdings. As managers
of Telluray Holdings, Mr. Ergen and Mrs. Ergen share dispositive power over the shares of Class B Common Stock held by
Telluray Holdings.
ITEM 4. |
Purpose of Transaction. |
Item 4 is hereby amended and supplemented as follows:
During the second quarter of each year, Mr. Ergen receives an
annuity amount from the 2021 June GRAT, assuming that the 2021 June GRAT has not expired. The number of shares of Class B
Common Stock to be distributed as an annuity payment is based in part on the price of the Class A Common Stock on the distribution
date and therefore cannot be calculated until the date of distribution. In addition to shares of Class B Common Stock, the annuity
payments (and their associated timing) may include, and be based upon, amounts generated from the holdings of the 2021 June GRAT
including, among other things, stock recapitalizations or dividends paid or payable with respect to the shares of Class B Common
Stock held by the 2021 June GRAT. On June 9, 2023, the 2021 June GRAT distributed all 4,053,768 shares of Class B
Common Stock held by the 2021 June GRAT to Mr. Ergen as an annuity payment, and the 2021 June GRAT expired in accordance
with its terms.
ITEM 5. |
Interest in Securities of the Issuer. |
Item 5 is hereby amended and supplemented as follows:
(a) This
filing is for the cumulative share holdings of an affiliated group as of the close of business on June 9, 2023. See Items 11 and
13 of the cover pages to this Amendment No. 43 for the aggregate number of shares of Class A Common Stock and percentage
of Class A Common Stock beneficially owned by each of the Reporting Persons. The Reporting Persons’ beneficial ownership of
shares of Class A Common Stock excludes 1,640 shares of Class A Common Stock held by certain trusts established by Mr. Ergen
for the benefit of his family. Mr. Ergen and Mrs. Ergen disclaim beneficial ownership of the 12,808,205 shares of Class B
Common Stock held by Telluray Holdings, except to the extent of their pecuniary interest.
(b) See Items 7 through 10 of the cover pages to this
Amendment No. 43 for the number of shares of Class A Common Stock beneficially owned by each of the Reporting Persons as to
which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote and sole or shared power to dispose
or to direct the disposition.
(c) The Reporting Persons have not effected any transactions in
the Class A Common Stock of EchoStar in the last sixty days other than as described herein.
(d) Not applicable.
| (e) | As described in Item 4 above, on June 9, 2023, the 2021
June GRAT distributed all 4,053,768 shares of Class B Common Stock held by the 2021 June GRAT to Mr. Ergen as an
annuity payment, and the 2021 June GRAT expired in accordance with its terms. |
ITEM 6. |
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Item 6 is hereby amended and supplemented as follows:
Except as disclosed below, none of Mr. Ergen, Mrs. Ergen,
the 2022 March GRAT, the 2022 June GRAT, the 2022 December GRAT or Telluray Holdings is a party to any contracts, arrangements,
understandings or relationships, including but not limited to, transfer or voting of any of the securities, finders' fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies
nor are any of the securities pledged or otherwise subject to a contingency the occurrence of which would give another person voting power
or investment power over such securities.
Each of the trust agreements for the 2022 March GRAT, the 2022
June GRAT and the 2022 December GRAT contains an irrevocable provision that provides that the trustee will not dispose of any
shares of EchoStar held by the 2022 March GRAT, the 2022 June GRAT or the 2022 December GRAT, respectively, unless a Change
of Control Event occurs. If a Change of Control Event occurs, the trustee of each of the 2022 March GRAT, the 2022 June GRAT
and the 2022 December GRAT will have sole discretion with respect to the disposition of any shares of EchoStar held by the 2022 March GRAT,
the 2022 June GRAT and the 2022 December GRAT, respectively.
A “Change of Control Event” will occur if: (i) as
the result of a transaction or a series of transactions any person other than Charles W. Ergen (or a Related Party) individually
owns more than fifty percent (50%) of the total equity interests of either (A) EchoStar or (B) the surviving entity in any such
transaction(s) or a controlling affiliate of such surviving entity in such transaction(s); and (ii) a majority of the members
of the Board of Directors of EchoStar are no longer Continuing Directors; and (iii) as the result of a transaction or a series of
transactions any person other than Charles W. Ergen (or a Related Party) individually owns more than fifty percent (50%) of
the total voting power of either (A) EchoStar or (B) the surviving entity in any such transaction(s) or a controlling affiliate
of such surviving entity in such transaction(s); and (iv) Charles W. Ergen sells Equity Interests such that he owns beneficially
less than 50% of the total equity interests that he owned beneficially immediately following the grant of shares to the 2022 March GRAT,
the 2022 June GRAT or the 2022 December GRAT, as applicable.
For purposes of the definition of “Change of Control Event”:
“Continuing Director” means, as of any date of determination,
any member of the Board of Directors of EchoStar who: (a) was a member of such Board of Directors on the date on which the applicable
grantor retained annuity trust was established; or (b) was nominated for election or elected to such Board of Directors either (x) with
the affirmative vote of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination
or election or (y) by Charles W. Ergen and his Related Parties.
“Equity Interest” means any capital stock of EchoStar and
all warrants, options or other rights to acquire capital stock of EchoStar (but excluding any debt security that is convertible into,
or exchangeable for, capital stock of EchoStar).
“Related Party” means, (a) Charles W. Ergen’s
spouse and each of his immediate family members; (b) each trust, corporation, partnership or other entity of which Charles W. Ergen
beneficially holds an eighty percent (80%) or more controlling interest or that was created for estate planning purposes including without
limitation the grantor retained annuity trusts; and (c) the personal representatives, administrators, executor, guardians, or any
person(s) or entit(ies) to which Charles W. Ergen’s shares of EchoStar are transferred as a result of a transfer
by will or the applicable laws of descent and distribution.
Item 7. |
Material to be Filed as Exhibits. |
Exhibit A: Agreement of Joint Filing
Exhibit B: Power of Attorney for Charles W. Ergen (incorporated
by reference from Exhibit B to the reporting person’s Schedule 13D dated November 30, 2020 and filed with the Securities
and Exchange Commission on December 1, 2020).
Exhibit C: Power of Attorney for Cantey M. Ergen (incorporated
by reference from Exhibit C to the reporting person’s Schedule 13D dated November 30, 2020 and filed with the Securities
and Exchange Commission on December 1, 2020)
Exhibit D: Power of Attorney for Telluray Holdings, LLC (incorporated
by reference from Exhibit J to the reporting person’s Schedule 13D dated November 30, 2020 and filed with the Securities
and Exchange Commission on December 1, 2020)
Exhibit E: Power of Attorney for Two-Year June 2021 SATS
GRAT (incorporated by reference from Exhibit I to the reporting person’s Schedule 13D dated June 9, 2021 and filed with
the Securities and Exchange Commission on June 10, 2021)
Exhibit F: Power of Attorney for Two-Year March 2022 SATS
GRAT (incorporated by reference from Exhibit H to the reporting person’s Schedule 13D dated March 31, 2022 and filed with
the Securities and Exchange Commission on April 1, 2022)
Exhibit G: Power of Attorney for Two-Year June 2022 SATS
GRAT (incorporated by reference from Exhibit H to the reporting person’s Schedule 13D dated June 23, 2022 and filed with
the Securities and Exchange Commission on June 24, 2022)
Exhibit H: Power of Attorney for Two-Year December 2022 SATS
GRAT (incorporated by reference from Exhibit I to the reporting person’s Schedule 13D dated December 21, 2022 and filed
with the Securities and Exchange Commission on December 22, 2022)
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and correct.
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CHARLES W. ERGEN |
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Dated: June 12, 2023 |
/s/ Robert J. Hooke |
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Charles W. Ergen by Robert J. Hooke, attorney-in-fact |
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CANTEY M. ERGEN |
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Dated: June 12, 2023 |
/s/ Robert J. Hooke |
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Cantey M. Ergen by Robert J. Hooke, attorney-in-fact |
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ERGEN TWO-YEAR JUNE 2021 SATS GRAT |
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Dated: June 12, 2023 |
/s/ Robert J. Hooke |
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Cantey M. Ergen, Trustee by Robert J. Hooke, attorney-in-fact |
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ERGEN TWO-YEAR MARCH 2022 SATS GRAT |
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Dated: June 12, 2023 |
/s/ Robert J. Hooke |
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Cantey M. Ergen, Trustee by Robert J. Hooke, attorney-in-fact |
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ERGEN TWO-YEAR JUNE 2022 SATS GRAT |
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Dated: June 12, 2023 |
/s/ Robert J. Hooke |
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Cantey M. Ergen, Trustee by Robert J. Hooke, attorney-in-fact |
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ERGEN TWO-YEAR DECEMBER 2022 SATS GRAT |
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Dated: June 12, 2023 |
/s/ Robert J. Hooke |
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Cantey M. Ergen, Trustee by Robert J. Hooke, attorney-in-fact |
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TELLURAY HOLDINGS, LLC |
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Dated: June 12, 2023 |
/s/ Robert J. Hooke |
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Cantey M. Ergen, Manager by Robert J. Hooke, attorney-in-fact |
Attention: Intentional misstatements
or omissions of fact
constitutes Federal criminal violations (See
18 U.S.C. 1001)
EXHIBIT INDEX
Exhibit A: Agreement of Joint Filing
Exhibit B: Power of Attorney for Charles W. Ergen (incorporated
by reference from Exhibit B to the reporting person’s Schedule 13D dated November 30, 2020 and filed with the Securities
and Exchange Commission on December 1, 2020).
Exhibit C: Power of Attorney for Cantey M. Ergen (incorporated
by reference from Exhibit C to the reporting person’s Schedule 13D dated November 30, 2020 and filed with the Securities
and Exchange Commission on December 1, 2020)
Exhibit D: Power of Attorney for Telluray Holdings, LLC (incorporated
by reference from Exhibit J to the reporting person’s Schedule 13D dated November 30, 2020 and filed with the Securities
and Exchange Commission on December 1, 2020)
Exhibit E: Power of Attorney for Two-Year June 2021 SATS
GRAT (incorporated by reference from Exhibit I to the reporting person’s Schedule 13D dated June 9, 2021 and filed with
the Securities and Exchange Commission on June 10, 2021)
Exhibit F: Power of Attorney for Two-Year March 2022 SATS
GRAT (incorporated by reference from Exhibit H to the reporting person’s Schedule 13D dated March 31, 2022 and filed with
the Securities and Exchange Commission on April 1, 2022)
Exhibit G: Power of Attorney for Two-Year June 2022 SATS
GRAT (incorporated by reference from Exhibit H to the reporting person’s Schedule 13D dated June 23, 2022 and filed with
the Securities and Exchange Commission on June 24, 2022)
Exhibit H: Power of Attorney for Two-Year December 2022 SATS
GRAT (incorporated by reference from Exhibit I to the reporting person’s Schedule 13D dated December 21, 2022 and filed
with the Securities and Exchange Commission on December 22, 2022)
EXHIBIT A
Agreement of Joint Filing
Pursuant to Rule 13d-1(k)(l)(iii) of Regulation 13D-G
of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended,
the undersigned agree that the statement on Schedule 13D/A to which this Exhibit is attached is filed on behalf of each of them
in the capacities set forth below.
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CHARLES W. ERGEN |
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Dated: June 12, 2023 |
/s/ Robert J. Hooke |
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Charles W. Ergen by Robert J. Hooke, attorney-in-fact |
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CANTEY M. ERGEN |
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Dated: June 12, 2023 |
/s/ Robert J. Hooke |
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Cantey M. Ergen by Robert J. Hooke, attorney-in-fact |
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ERGEN TWO-YEAR JUNE 2021 SATS GRAT |
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Dated: June 12, 2023 |
/s/ Robert J. Hooke |
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Cantey M. Ergen, Trustee by Robert J. Hooke, attorney-in-fact |
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ERGEN TWO-YEAR MARCH 2022 SATS GRAT |
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Dated: June 12, 2023 |
/s/ Robert J. Hooke |
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Cantey M. Ergen, Trustee by Robert J. Hooke, attorney-in-fact |
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ERGEN TWO-YEAR JUNE 2022 SATS GRAT |
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Dated: June 12, 2023 |
/s/ Robert J. Hooke |
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Cantey M. Ergen, Trustee by Robert J. Hooke, attorney-in-fact |
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ERGEN TWO-YEAR DECEMBER 2022 SATS GRAT |
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Dated: June 12, 2023 |
/s/ Robert J. Hooke |
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Cantey M. Ergen, Trustee by Robert J. Hooke, attorney-in-fact |
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TELLURAY HOLDINGS, LLC |
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Dated: June 12, 2023 |
/s/ Robert J. Hooke |
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Cantey M. Ergen, Manager by Robert J. Hooke, attorney-in-fact |