If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, 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. 25470M 109
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 |
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 |
|
43,813,696
SHARES (1) (2) |
2,614,671
SIXTY DAY SHARES (3) |
8 |
Shared
Voting Power |
|
229,610,711
SHARES (1) (4) |
9 |
Sole
Dispositive Power |
|
43,813,696
SHARES (1) (2) |
2,614,671
SIXTY DAY SHARES (3) |
10 |
Shared
Dispositive Power |
|
229,610,711
SHARES (1) (4) |
11 |
Aggregate
Amount Beneficially Owned by the Reporting Person |
|
276,039,078 |
12 |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares |
|
¨ |
13 |
Percent
of Class Represented by Amount in Row (11) |
|
Approximately
51.9% (5) |
14 |
Type
of Reporting Person |
|
IN |
(1) Includes shares of Class A Common Stock (“Class A
Common Stock”) and Class B Common Stock (“Class B Common Stock”) of DISH Network Corporation (“DISH
Network”). 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) 26,085,443 shares of Class A Common Stock owned beneficially directly by Mr. Ergen; (ii) 21,324 shares
of Class A Common Stock owned beneficially indirectly by Mr. Ergen through DISH Network’s 401(k) Employee Savings
Plan; and (iii) 17,706,929 shares of Class B Common Stock owned beneficially directly by Mr. Ergen.
(3) “Sixty Day Shares” are shares of Class A
Common Stock deemed to be owned beneficially 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) 353 shares of Class A Common Stock owned beneficially directly by Mr. Ergen’s spouse, Cantey M. Ergen; (ii) 2,658
shares of Class A Common Stock owned beneficially indirectly by Mrs. Ergen through DISH Network’s 401(k) Employee
Savings Plan; (iii) 10,957 shares of Class A Common Stock owned beneficially by one of Mr. and Mrs. Ergen’s
children; (iv) 2,168,975 shares of Class A Common Stock held by a charitable foundation for which Mr. Ergen is an officer
and for which he shares voting and dispositive power with Mrs. Ergen; (v) 63,790,620 shares of Class B Common Stock and
6,699,489 shares of Class A 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) 40,138,818 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 2020 DISH GRAT (the “Two-Year June 2020 GRAT”); (vii) 24,298,841
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 2020 DISH GRAT (the “Two-Year December 2020 GRAT”); (viii) 10,000,000 shares of Class B Common
Stock owned beneficially by Mrs. Ergen solely by virtue of her position as trustee of the Ergen Two-Year March 2021 DISH GRAT
(the “Two-Year March 2021 GRAT”); (ix) 50,000,000 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 2021 DISH GRAT (the “Two-Year June 2021 GRAT”);
and (x) 32,500,000 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 2021 DISH GRAT (the “Two-Year December 2021 GRAT”).
(5) Based
on 290,571,584 shares of Class A Common Stock outstanding on March 14, 2022 and assuming conversion of all the shares of Class B
Common Stock held by Mr. Ergen into Class A Common Stock. Because each share of Class B Common Stock is entitled to 10
votes per share, Mr. Ergen owns beneficially equity securities of DISH Network representing approximately 90.5% of the voting power
of DISH Network (assuming no conversion of the Class B Common Stock).
CUSIP No. 25470M 109
1 |
Name
of Reporting Person |
Cantey
M. Ergen |
|
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 |
|
U.S.A. |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
Sole
Voting Power |
|
227,430,779 SHARES (1) (2)
15,000 SIXTY DAY SHARES (3)
|
8 |
Shared
Voting Power |
|
45,993,628
SHARES (1) (4) |
9 |
Sole
Dispositive Power |
|
156,940,670 SHARES (1) (5)
15,000 SIXTY DAY SHARES (3) |
10 |
Shared
Dispositive Power |
|
116,483,737
SHARES (1) (6) |
11 |
Aggregate
Amount Beneficially Owned by the Reporting Person |
|
273,439,407 |
12 |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares |
|
¨ |
13 |
Percent
of Class Represented by Amount in Row (11) |
|
Approximately
51.7% (7) |
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) 353 shares of Class A Common Stock owned beneficially directly by Mrs. Ergen; (ii) 2,658 shares of
Class A Common Stock owned beneficially indirectly by Mrs. Ergen through DISH Network’s 401(k) Employee Savings Plan;
(iii) 63,790,620 shares of Class B Common Stock and 6,699,489 shares of Class A Common Stock held by Telluray Holdings,
for which Mrs. Ergen has sole voting power as a manager of Telluray Holdings; (iv) 40,138,818 shares of Class B Common
Stock owned beneficially by Mrs. Ergen solely by virtue of her position as trustee of the Two-Year June 2020 GRAT; (v) 24,298,841
shares of Class B Common Stock owned beneficially by Mrs. Ergen solely by virtue of her position as trustee of Two-Year December 2020
GRAT; (vi) 10,000,000 shares of Class B Common Stock owned beneficially by Mrs. Ergen solely by virtue of her position
as trustee of the Two-Year March 2021 GRAT; (vii) 50,000,000 shares of Class B Common Stock owned beneficially by Mrs. Ergen
solely by virtue of her position as trustee of the Two-Year June 2021 GRAT; and (viii) 32,500,000 shares of Class B Common
Stock owned beneficially by Mrs. Ergen solely by virtue of her position as trustee of the Two-Year December 2021 GRAT. There
is no arrangement or agreement between Telluray Holdings and any of the trusts identified in clauses (iv) - (viii) above to
vote any shares of DISH Network. Mrs. Ergen exercises voting power with respect to Telluray Holdings and each such trust independently,
and with respect to the trusts identified in clauses (iv) through (viii), in accordance with her fiduciary responsibilities to the
beneficiaries of such trusts.
(3) “Sixty Day Shares” are shares of Class A
Common Stock deemed to be owned beneficially under Rule 13d-3(d)(1) because Mrs. Ergen has the right to acquire beneficial
ownership of such shares within 60 days of the date hereof.
(4) Consists
of: (i) 26,085,443 shares of Class A Common Stock owned beneficially directly by Mr. Ergen, Mrs. Ergen’s spouse;
(ii) 21,324 shares of Class A Common Stock owned beneficially indirectly by Mr. Ergen through DISH Network’s
401(k) Employee Savings Plan; (iii) 17,706,929 shares of Class B Common Stock owned beneficially directly by Mr. Ergen;
(iv) 10,957 shares of Class A Common Stock owned beneficially by one of Mr. and Mrs. Ergen’s children; and (v) 2,168,975
shares of Class A Common Stock held by a charitable foundation for which Mrs. Ergen is an officer and for which she shares voting
and dispositive power with Mr. Ergen.
(5) Consists
of: (i) 353 shares of Class A Common Stock owned beneficially directly by Mrs. Ergen; (ii) 2,658 shares
of Class A Common Stock owned beneficially indirectly by Mrs. Ergen through DISH Network’s 401(k) Employee
Savings Plan; (iii) 40,138,818 shares of Class B Common Stock owned beneficially by Mrs. Ergen solely by virtue of
her position as trustee of the Two-Year June 2020 GRAT; (iv) 24,298,841 shares of Class B Common Stock owned
beneficially by Mrs. Ergen solely by virtue of her position as trustee of the Two-Year December 2020 GRAT;
(v) 10,000,000 shares of Class B Common Stock owned beneficially by Mrs. Ergen solely by virtue of her position as
trustee of the Two-Year March 2021 GRAT; (vi) 50,000,000 shares of Class B Common Stock owned beneficially by
Mrs. Ergen solely by virtue of her position as trustee of the Two-Year June 2021 GRAT; and (vii) 32,500,000 shares of
Class B Common Stock owned beneficially by Mrs. Ergen solely by virtue of her position as trustee of the Two-Year
December 2021 GRAT. There is no arrangement or agreement between any of the trusts identified in clauses (iii) -
(vii) above to dispose of any shares of DISH Network. Mrs. Ergen exercises dispositive power with respect to each such
trust independently and in accordance with her fiduciary responsibilities to the beneficiaries of such trusts.
(6) Consists
of: (i) 26,085,443 shares of Class A Common Stock owned beneficially directly by Mr. Ergen, Mrs. Ergen’s spouse;
(ii) 21,324 shares of Class A Common Stock owned beneficially indirectly by Mr. Ergen through DISH Network’s
401(k) Employee Savings Plan; (iii) 17,706,929 shares of Class B Common Stock owned beneficially directly by Mr. Ergen;
(iv) 10,957 shares of Class A Common Stock owned beneficially by one of Mr. and Mrs. Ergen’s children; (v) 2,168,975
shares of Class A Common Stock held 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) 63,790,620 shares of Class B Common Stock and 6,699,489 shares of Class A
Common Stock held by Telluray Holdings, for which Mr. Ergen and Mrs. Ergen share dispositive power as the managers of Telluray
Holdings.
(7) Based on 290,571,584 shares of Class A Common Stock outstanding
on March 14, 2022 and assuming conversion of all the shares of Class B Common Stock held 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 owns beneficially equity
securities of DISH Network representing approximately 90.5% of the voting power of DISH Network (assuming no conversion of the Class B
Common Stock).
CUSIP No. 25470M 109
1 |
Name
of Reporting Person |
Ergen
Two-Year March 2020 DISH 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 |
|
0
SHARES |
8 |
Shared
Voting Power |
|
0 |
9 |
Sole
Dispositive Power |
|
0
SHARES |
10 |
Shared
Dispositive Power |
|
0 |
11 |
Aggregate
Amount Beneficially Owned by the Reporting Person |
|
0
SHARES |
12 |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares |
|
¨ |
13 |
Percent
of Class Represented by Amount in Row (11) |
|
Approximately
0.0% |
14 |
Type
of Reporting Person |
|
OO |
CUSIP No. 25470M 109
1 |
Name
of Reporting Person |
Ergen
Two-Year June 2020 DISH 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 |
|
40,138,818
SHARES (1) |
8 |
Shared
Voting Power |
|
0 |
9 |
Sole
Dispositive Power |
|
40,138,818
SHARES (1) |
10 |
Shared
Dispositive Power |
|
0 |
11 |
Aggregate
Amount Beneficially Owned by the Reporting Person |
|
40,138,818
SHARES |
12 |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares |
|
¨ |
13 |
Percent
of Class Represented by Amount in Row (11) |
|
Approximately
12.1% (2) |
14 |
Type
of Reporting Person |
|
OO |
(1) All of the shares beneficially held by the Two-Year June 2020
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 290,571,584 shares of Class A Common Stock outstanding
on March 14, 2022 and assuming conversion of all the shares of Class B Common Stock held by the Two-Year June 2020 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 Two-Year June 2020 GRAT may be deemed to own beneficially would be approximately 7.6%. Because
each share of Class B Common Stock is entitled to 10 votes per share, the Two-Year June 2020 GRAT owns beneficially equity securities
of DISH Network representing approximately 15.0% of the voting power of DISH Network (assuming no conversion of the Class B Common
Stock).
CUSIP No. 25470M 109
1 |
Name
of Reporting Person |
Ergen
Two-Year December 2020 DISH 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 |
|
24,298,841
SHARES (1) |
8 |
Shared
Voting Power |
|
0 |
9 |
Sole
Dispositive Power |
|
24,298,841
SHARES (1) |
10 |
Shared
Dispositive Power |
|
0 |
11 |
Aggregate
Amount Beneficially Owned by the Reporting Person |
|
24,298,841
SHARES |
12 |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares |
|
¨ |
13 |
Percent
of Class Represented by Amount in Row (11) |
|
Approximately
7.7% (2) |
14 |
Type
of Reporting Person |
|
OO |
(1) All of the shares beneficially held by the Two-Year December 2020
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 290,571,584 shares of Class A Common Stock outstanding
on March 14, 2022 and assuming conversion of all the shares of Class B Common Stock held by the Two-Year December 2020
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 Two-Year December 2020 GRAT may be deemed to own beneficially would be approximately 4.6%. Because
each share of Class B Common Stock is entitled to 10 votes per share, the Two-Year December 2020 GRAT owns beneficially equity
securities of DISH Network representing approximately 9.1% of the voting power of DISH Network (assuming no conversion of the Class B
Common Stock).
CUSIP No. 25470M 109
1 |
Name
of Reporting Person |
Ergen
Two-Year March 2021 DISH 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 |
|
10,000,000
SHARES (1) |
8 |
Shared
Voting Power |
|
0 |
9 |
Sole
Dispositive Power |
|
10,000,000
SHARES (1) |
10 |
Shared
Dispositive Power |
|
0 |
11 |
Aggregate
Amount Beneficially Owned by the Reporting Person |
|
10,000,000
SHARES |
12 |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares |
|
¨ |
13 |
Percent
of Class Represented by Amount in Row (11) |
|
Approximately
3.3% (2) |
14 |
Type
of Reporting Person |
|
OO |
(1) All of the shares beneficially held by the Two-Year March 2021
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 290,571,584 shares of Class A Common Stock
outstanding on March 14, 2022 and assuming conversion of all the shares of Class B Common Stock held by the Two-Year
March 2021 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 Two-Year March 2021 GRAT may be deemed to own beneficially
would be approximately 1.9%. Because each share of Class B Common Stock is entitled to 10 votes per share, the Two-Year
March 2021 GRAT owns beneficially equity securities of DISH Network representing approximately 3.7% of the voting power of DISH
Network (assuming no conversion of the Class B Common Stock).
CUSIP No. 25470M 109
1 |
Name
of Reporting Person |
Ergen
Two-Year June 2021 DISH 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 |
|
50,000,000
SHARES (1) |
8 |
Shared
Voting Power |
|
0 |
9 |
Sole
Dispositive Power |
|
50,000,000
SHARES (1) |
10 |
Shared
Dispositive Power |
|
0 |
11 |
Aggregate
Amount Beneficially Owned by the Reporting Person |
|
50,000,000
SHARES |
12 |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares |
|
¨ |
13 |
Percent
of Class Represented by Amount in Row (11) |
|
Approximately
14.7% (2) |
14 |
Type
of Reporting Person |
|
OO |
(1) All of the shares beneficially held by the Two-Year June 2021
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 290,571,584 shares of Class A Common Stock outstanding
on March 14, 2022 and assuming conversion of all the shares of Class B Common Stock held by the Two-Year June 2021 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 Two-Year June 2021 GRAT may be deemed to own beneficially would be approximately 9.5%. Because
each share of Class B Common Stock is entitled to 10 votes per share, the Two-Year June 2021 GRAT owns beneficially equity securities
of DISH Network representing approximately 18.7% of the voting power of DISH Network (assuming no conversion of the Class B Common
Stock).
CUSIP No. 25470M 109
1 |
Name
of Reporting Person |
Ergen
Two-Year December 2021 DISH 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 |
|
32,500,000
SHARES (1) |
8 |
Shared
Voting Power |
|
0 |
9 |
Sole
Dispositive Power |
|
32,500,000
SHARES (1) |
10 |
Shared
Dispositive Power |
|
0 |
11 |
Aggregate
Amount Beneficially Owned by the Reporting Person |
|
32,500,000
SHARES |
12 |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares |
|
¨ |
13 |
Percent
of Class Represented by Amount in Row (11) |
|
Approximately
10.1% (2) |
14 |
Type
of Reporting Person |
|
OO |
(1) All of the shares beneficially held by the Two-Year December 2021
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 290,571,584 shares of Class A Common Stock outstanding
on March 14, 2022 and assuming conversion of all the shares of Class B Common Stock held by the Two-Year December 2021
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 Two-Year December 2021 GRAT may be deemed to own beneficially would be approximately 6.1%. Because
each share of Class B Common Stock is entitled to 10 votes per share, the Two-Year December 2021 GRAT owns beneficially equity
securities of DISH Network representing approximately 12.2% of the voting power of DISH Network (assuming no conversion of the Class B
Common Stock).
CUSIP No. 25470M 109
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 |
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 |
|
70,490,109
SHARES (1) |
8 |
Shared
Voting Power |
|
0 |
9 |
Sole
Dispositive Power |
|
70,490,109
SHARES (1) |
10 |
Shared
Dispositive Power |
|
0 |
11 |
Aggregate
Amount Beneficially Owned by the Reporting Person |
|
70,490,109
SHARES |
12 |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares |
|
¨ |
13 |
Percent
of Class Represented by Amount in Row (11) |
|
Approximately
19.9% (2) |
14 |
Type
of Reporting Person |
|
OO |
(1) Includes shares of Class A Common Stock and Class B
Common Stock, of which Telluray Holdings is the beneficial owner. 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. Consists of: (i) 63,790,620 shares of Class B Common Stock;
and (ii) 6,699,489 shares of Class A 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.
(2) Based on 290,571,584 shares of Class A Common Stock outstanding
on March 14, 2022 and assuming conversion of all the shares of Class B Common Stock held 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 own beneficially would be approximately 13.3%. Because each share of Class B Common Stock
is entitled to 10 votes per share, Telluray Holdings owns beneficially equity securities of DISH Network representing approximately 24.1%
of the voting power of DISH Network (assuming no conversion of the 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 March 2020 DISH GRAT (the “Two-Year March 2020 GRAT”); (d) the
Two-Year June 2020 GRAT; (e) the Two-Year December 2020 GRAT; (f) the Two-Year March 2021 GRAT; (g) the
Two-Year June 2021 GRAT; (h) the Two-Year December 2021 GRAT; and (i) 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 Two-Year March 2020 GRAT, the Two-Year June 2020 GRAT, the Two-Year December 2020 GRAT, the Two-Year March 2021
GRAT, the Two-Year June 2021 GRAT, the Two-Year December 2021 GRAT and Telluray Holdings.
(A) Charles W. Ergen
Mr. Ergen’s principal occupation is Chairman of DISH Network
and Chairman of EchoStar Corporation (“EchoStar”), 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) Two-Year March 2020 GRAT
The Two-Year March 2020 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 Two-Year March 2020 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) Two-Year June 2020 GRAT
The Two-Year June 2020 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 Two-Year June 2020 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 Two-Year June 2020 GRAT, Mrs. Ergen is vested with
sole voting and dispositive power over the 40,138,818 shares of Class B Common Stock held by the Two-Year June 2020 GRAT, except
as set forth in Item 6.
(E) Two-Year December 2020 GRAT
The Two-Year December 2020 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 Two-Year December 2020 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 Two-Year December 2020 GRAT, Mrs. Ergen
is vested with sole voting and dispositive power over the 24,298,841 shares of Class B Common Stock held by the Two-Year December 2020
GRAT, except as set forth in Item 6.
(F) Two-Year March 2021 GRAT
The Two-Year March 2021 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 Two-Year March 2021 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 Two-Year March 2021 GRAT, Mrs. Ergen
is vested with sole voting and dispositive power over the 10,000,000 shares of Class B Common Stock held by the Two-Year March 2021
GRAT, except as set forth in Item 6.
(G) Two-Year June 2021 GRAT
The Two-Year June 2021 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 Two-Year June 2021 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 Two-Year June 2021 GRAT, Mrs. Ergen is vested with
sole voting and dispositive power over the 50,000,000 shares of Class B Common Stock held by the Two-Year June 2021 GRAT, except
as set forth in Item 6.
(H) Two-Year December 2021 GRAT
The Two-Year December 2021 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 Two-Year December 2021 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 Two-Year December 2021 GRAT, Mrs. Ergen
is vested with sole voting and dispositive power over the 32,500,000 shares of Class B Common Stock held by the Two-Year December 2021
GRAT, except as set forth in Item 6.
(I) 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 6,699,489 shares of Class A Common Stock and 63,790,620 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 A Common Stock and 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 first quarter of each year,
Mr. Ergen receives an annuity amount from the Two-Year March 2020 GRAT, assuming that the Two-Year March 2020 GRAT has
not expired. The number of shares of Class A 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 A Common Stock, the annuity payments (and their associated timing) may include, and be based upon, amounts
generated from the holdings of the Two-Year March 2020 GRAT including, among other things, stock recapitalizations or dividends paid
or payable with respect to the shares of Class A Common Stock held by the Two-Year March 2020 GRAT. On March 16,
2022, the Two-Year March 2020 GRAT distributed: (i) 14,784,474 shares of Class A Common Stock held by the Two-Year March 2020
GRAT to Mr. Ergen as an annuity payment; and (ii) the remaining 606,361 shares of Class A Common Stock held by the Two-Year
March 2020 GRAT to a trust, the beneficiaries of which are members of Mr. Ergen’s family, and the Two-Year March 2020
GRAT expired in accordance with its terms.
Item
5. Interest in Securities of the Issuer.
Item 5 is amended and supplemented as follows:
(a) This filing is for the cumulative share
holdings of an affiliated group as of March 16, 2022. See Items 11 and 13 of the cover pages to this Amendment No. 57 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 677,965 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 63,790,620 shares of Class B Common Stock and the 6,699,489 shares of Class A 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. 57 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 DISH Network in the last sixty days other than as described herein.
(d) Not applicable.
(e) As described in Item 4 above, on March 16,
2022, the Two-Year March 2020 GRAT distributed: (i) 14,784,474 shares of Class A Common Stock held by the Two-Year March 2020
GRAT to Mr. Ergen as an annuity payment; and (ii) the remaining 606,361 shares of Class A Common Stock held by the Two-Year
March 2020 GRAT to a trust, the beneficiaries of which are members of Mr. Ergen’s family, and the Two-Year March 2020
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 and elsewhere in this Schedule 13D, none
of the Reporting Persons is party to any contracts, arrangements, understandings or relationships, including, but not limited to, transfer
or voting of any of the securities of DISH Network, finder’s 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.
The trust agreements for the Two-Year June 2020 GRAT, the Two-Year
December 2020 GRAT, the Two-Year March 2021 GRAT, the Two-Year June 2021 GRAT and the Two-Year December 2021 GRAT
contain an irrevocable provision that provides that the trustee will not dispose of any shares of DISH Network held by the Two-Year June 2020
GRAT, the Two-Year December 2020 GRAT, the Two-Year March 2021 GRAT, the Two-Year June 2021 GRAT or the Two-Year December 2021
GRAT unless a Change of Control Event occurs. If a Change of Control Event occurs, the trustee of the Two-Year June 2020
GRAT, the Two-Year December 2020 GRAT, the Two-Year March 2021 GRAT, the Two-Year June 2021 GRAT or the Two-Year December 2021
GRAT will have sole discretion with respect to the disposition of any shares of DISH Network held by the Two-Year June 2020 GRAT,
the Two-Year December 2020 GRAT, the Two-Year March 2021 GRAT, the Two-Year June 2021 GRAT and the Two-Year December 2021
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) DISH Network; 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 DISH Network 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) DISH Network; 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 of DISH
Network 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 Two-Year June 2020 GRAT, the Two-Year December 2020 GRAT, the Two-Year March 2021 GRAT, the Two-Year
June 2021 GRAT or the Two-Year December 2021 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 DISH Network 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 DISH
Network and all warrants, options or other rights to acquire capital stock of DISH Network (but excluding any debt security that is convertible
into, or exchangeable for, capital stock of DISH Network).
“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 DISH Network 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.
Item 7 is hereby amended and supplemented as follows:
Exhibit A: Agreement of Joint Filing.
Exhibit B: Power of Attorney of 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 of 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 of Two-Year March 2020 DISH
GRAT (incorporated by reference from Exhibit H 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 of Two-Year June 2020 DISH GRAT
(incorporated by reference from Exhibit I to the reporting person’s Schedule 13D dated November 30, 2020 and filed with
the Securities and Exchange Commission on December 1, 2020).
Exhibit F: Power of Attorney of 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 G: Power of Attorney of Two-Year December 2020 DISH
GRAT (incorporated by reference from Exhibit J to the reporting person’s Schedule 13D dated December 22, 2020 and filed
with the Securities and Exchange Commission on December 23, 2020).
Exhibit H: Power of Attorney of Two-Year March 2021 DISH
GRAT (incorporated by reference from Exhibit K to the reporting person’s Schedule 13D dated March 30, 2021 and filed with
the Securities and Exchange Commission on March 31, 2021).
Exhibit I: Power of Attorney of Two-Year June 2021 DISH GRAT
(incorporated by reference from Exhibit J to the reporting person’s Schedule 13D dated June 3, 2021 and filed with the
Securities and Exchange Commission on June 4, 2021).
Exhibit J: Power of Attorney of Two-Year December 2021 DISH
GRAT (incorporated by reference from Exhibit K to the reporting person’s Schedule 13D dated December 3, 2021 and filed
with the Securities and Exchange Commission on December 6, 2021).
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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/s/Robert J. Hooke |
Dated: March 17, 2022 |
Charles W. Ergen by Robert J. Hooke, attorney-in-fact |
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CANTEY M. ERGEN |
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/s/ Robert J. Hooke |
Dated: March 17, 2022 |
Cantey M. Ergen, by Robert J. Hooke, attorney-in-fact |
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ERGEN TWO-YEAR MARCH 2020 DISH GRAT |
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/s/ Robert J. Hooke |
Dated: March 17, 2022 |
Cantey M. Ergen, Trustee by Robert J. Hooke, attorney-in-fact |
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ERGEN TWO-YEAR JUNE 2020 DISH GRAT |
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/s/ Robert J. Hooke |
Dated: March 17, 2022 |
Cantey M. Ergen, Trustee by Robert J. Hooke, attorney-in-fact |
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ERGEN TWO-YEAR DECEMBER 2020 DISH GRAT |
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/s/ Robert J. Hooke |
Dated: March 17, 2022 |
Cantey M. Ergen, Trustee by Robert J. Hooke, attorney-in-fact |
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ERGEN TWO-YEAR MARCH 2021 DISH GRAT |
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/s/ Robert J. Hooke |
Dated: March 17, 2022 |
Cantey M. Ergen, Trustee by Robert J. Hooke, attorney-in-fact |
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ERGEN TWO-YEAR JUNE 2021 DISH GRAT |
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/s/ Robert J. Hooke |
Dated: March 17, 2022 |
Cantey M. Ergen, Trustee by Robert J. Hooke, attorney-in-fact |
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ERGEN TWO-YEAR DECEMBER 2021 DISH GRAT |
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/s/ Robert J. Hooke |
Dated: March 17, 2022 |
Cantey M. Ergen, Trustee by Robert J. Hooke, attorney-in-fact |
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TELLURAY HOLDINGS, LLC |
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/s/ Robert J. Hooke |
Dated: March 17, 2022 |
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
of 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
of 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
of Two-Year March 2020 DISH GRAT (incorporated by reference from Exhibit H 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
of Two-Year June 2020 DISH GRAT (incorporated by reference from Exhibit I to the reporting person’s Schedule 13D dated
November 30, 2020 and filed with the Securities and Exchange Commission on December 1, 2020).
Exhibit F: Power of Attorney
of 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 G: Power of Attorney
of Two-Year December 2020 DISH GRAT (incorporated by reference from Exhibit J to the reporting person’s Schedule 13D dated
December 22, 2020 and filed with the Securities and Exchange Commission on December 23, 2020).
Exhibit H: Power of Attorney
of Two-Year March 2021 DISH GRAT (incorporated by reference from Exhibit K to the reporting person’s Schedule 13D dated
March 30, 2021 and filed with the Securities and Exchange Commission on March 31, 2021).
Exhibit I: Power of Attorney
of Two-Year June 2021 DISH GRAT (incorporated by reference from Exhibit J to the reporting person’s Schedule 13D dated
June 3, 2021 and filed with the Securities and Exchange Commission on June 4, 2021).
Exhibit J: Power of Attorney
of Two-Year December 2021 DISH GRAT (incorporated by reference from Exhibit K to the reporting person’s Schedule 13D dated
December 3, 2021 and filed with the Securities and Exchange Commission on December 6, 2021).
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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/s/ Robert J. Hooke |
Dated: March 17, 2022 |
Charles W. Ergen by Robert J. Hooke, attorney-in-fact |
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CANTEY M. ERGEN |
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/s/ Robert J. Hooke |
Dated: March 17, 2022 |
Cantey M. Ergen by Robert J. Hooke, attorney-in-fact |
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ERGEN TWO-YEAR MARCH 2020 DISH GRAT |
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/s/ Robert J. Hooke |
Dated: March 17, 2022 |
Cantey M. Ergen, Trustee by Robert J. Hooke, attorney-in-fact |
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ERGEN TWO-YEAR JUNE 2020 DISH GRAT |
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/s/ Robert J. Hooke |
Dated: March 17, 2022 |
Cantey M. Ergen, Trustee by Robert J. Hooke, attorney-in-fact |
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ERGEN TWO-YEAR DECEMBER 2020 DISH GRAT |
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/s/ Robert J. Hooke |
Dated: March 17, 2022 |
Cantey M. Ergen, Trustee by Robert J. Hooke, attorney-in-fact |
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ERGEN TWO-YEAR MARCH 2021 DISH GRAT |
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/s/ Robert J. Hooke |
Dated: March 17, 2022 |
Cantey M. Ergen, Trustee by Robert J. Hooke, attorney-in-fact |
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ERGEN TWO-YEAR JUNE 2021 DISH GRAT |
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/s/ Robert J. Hooke |
Dated: March 17, 2022 |
Cantey M. Ergen, Trustee by Robert J. Hooke, attorney-in-fact |
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ERGEN TWO-YEAR DECEMBER 2021 DISH GRAT |
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/s/ Robert J. Hooke |
Dated: March 17, 2022 |
Cantey M. Ergen, Trustee by Robert J. Hooke, attorney-in-fact |
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TELLURAY HOLDINGS, LLC |
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/s/ Robert J. Hooke |
Dated: March 17, 2022 |
Cantey M. Ergen, Manager by Robert J. Hooke, attorney-in-fact |