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
|
|
11,327,593
SHARES (1) (2)
|
2,610,671
SIXTY DAY SHARES (3)
|
8
|
Shared
Voting Power
|
|
262,702,674
SHARES (1) (4)
|
9
|
Sole
Dispositive Power
|
|
11,327,593
SHARES (1) (2)
|
2,610,671
SIXTY DAY SHARES (3)
|
10
|
Shared
Dispositive Power
|
|
262,702,674
SHARES (1) (4)
|
11
|
Aggregate
Amount Beneficially Owned by the Reporting Person
|
|
276,640,938
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
|
|
¨
|
13
|
Percent
of Class Represented by Amount in Row (11)
|
|
Approximately
52.1% (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) 11,300,499
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) 5,770
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) 322 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) 15,390,835 shares of Class A Common Stock owned beneficially by Mrs. Ergen solely by virtue
of her position as trustee of the Ergen Two-Year March 2020 DISH GRAT (the “Two-Year March 2020 GRAT”); (vii) 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”); (viii) 42,000,000 shares of Class B Common Stock
owned beneficially by Mrs. Ergen solely by virtue of her position as trustee of the Ergen Two-Year December 2020 DISH GRAT
(the “Two-Year December 2020 GRAT”); (ix) 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”); (x) 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 (xi) 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 290,366,407 shares
of Class A Common Stock outstanding on December 1, 2021 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
|
|
260,522,742 SHARES (1) (2)
10,000 SIXTY DAY SHARES (3)
|
8
|
Shared
Voting Power
|
|
13,507,525
SHARES (1) (4)
|
9
|
Sole
Dispositive Power
|
|
190,032,633 SHARES (1) (5)
10,000 SIXTY DAY SHARES (3)
|
10
|
Shared
Dispositive Power
|
|
83,997,634
SHARES (1) (6)
|
11
|
Aggregate
Amount Beneficially Owned by the Reporting Person
|
|
274,040,267
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
|
|
¨
|
13
|
Percent
of Class Represented by Amount in Row (11)
|
|
Approximately
51.8% (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) 322 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) 15,390,835 shares of Class A Common Stock owned beneficially by Mrs. Ergen
solely by virtue of her position as trustee of the Two-Year March 2020 GRAT; (v) 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; (vi) 42,000,000
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; (vii) 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; (viii) 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 (ix) 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) - (ix) 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 (ix), 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) 11,300,499
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) 5,770 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) 322 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) 15,390,835 shares
of Class A Common Stock owned beneficially by Mrs. Ergen solely by virtue of her position as trustee of the Two-Year March 2020
GRAT; (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) 42,000,000 shares of Class B Common Stock owned beneficially by Mrs. Ergen
solely by virtue of her position as trustee of the Two-Year 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 any of the trusts identified
in clauses (iii) - (viii) 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) 11,300,499
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) 5,770 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 290,366,407 shares
of Class A Common Stock outstanding on December 1, 2021 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 December 2019 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
SHARES
|
9
|
Sole
Dispositive Power
|
|
0
SHARES
|
10
|
Shared
Dispositive Power
|
|
0
SHARES
|
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 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
|
|
15,390,835
SHARES (1)
|
8
|
Shared
Voting Power
|
|
0
|
9
|
Sole
Dispositive Power
|
|
15,390,835
SHARES (1)
|
10
|
Shared
Dispositive Power
|
|
0
|
11
|
Aggregate
Amount Beneficially Owned by the Reporting Person
|
|
15,390,835
SHARES
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
|
|
¨
|
13
|
Percent
of Class Represented by Amount in Row (11)
|
|
Approximately
5.3% (2)
|
14
|
Type
of Reporting Person
|
|
OO
|
(1) All of the shares beneficially
owned by the Two-Year March 2020 GRAT are shares of Class A Common Stock.
(2) Based on 290,366,407 shares
of Class A Common Stock outstanding on December 1, 2021. Because each share of 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 2020 GRAT may be deemed to own beneficially
would be approximately 2.9%. Because each share of Class B Common Stock is entitled to 10 votes per share, the Two-Year March 2020
GRAT owns beneficially equity securities of DISH Network representing less than 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 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 290,366,407 shares
of Class A Common Stock outstanding on December 1, 2021 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
|
|
42,000,000
SHARES (1)
|
8
|
Shared
Voting Power
|
|
0
|
9
|
Sole
Dispositive Power
|
|
42,000,000
SHARES (1)
|
10
|
Shared
Dispositive Power
|
|
0
|
11
|
Aggregate
Amount Beneficially Owned by the Reporting Person
|
|
42,000,000
SHARES
|
12
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
|
|
¨
|
13
|
Percent
of Class Represented by Amount in Row (11)
|
|
Approximately
12.6% (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 290,366,407 shares
of Class A Common Stock outstanding on December 1, 2021 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 7.9%. 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 15.7% 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 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 290,366,407 shares
of Class A Common Stock outstanding on December 1, 2021 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 290,366,407 shares
of Class A Common Stock outstanding on December 1, 2021 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 290,366,407 shares
of Class A Common Stock outstanding on December 1, 2021 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 6.2%. 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 290,366,407 shares
of Class A Common Stock outstanding on December 1, 2021 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 December 2019 DISH GRAT (the “Two-Year
December 2019 GRAT”); (d) the Two-Year March 2020 GRAT; (e) the Two-Year June 2020 GRAT; (f) the
Two-Year December 2020 GRAT; (g) the Two-Year March 2021 GRAT; (h) the Two-Year June 2021 GRAT; (i) the
Two-Year December 2021 GRAT; and (j) 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 December 2019
GRAT, 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 December 2019
GRAT
The Two-Year December 2019 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 2019
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 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. As trustee of the Two-Year March 2020 GRAT,
Mrs. Ergen is vested with sole voting and dispositive power over the 15,390,835 shares of Class A Common Stock held by the
Two-Year March 2020 GRAT, except as set forth in Item 6.
(E) 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.
(F) 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 42,000,000 shares of Class B Common Stock held by
the Two-Year December 2020 GRAT, except as set forth in Item 6.
(G) 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.
(H) 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.
(I) 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.
(J) 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 3. Source and Amount of Funds
or Other Consideration.
Item 3 is hereby amended and supplemented
as follows:
On December 3,
2021, Mr. Ergen, for estate planning purposes, acquired beneficial ownership of 1,430,090 shares of Class B Common Stock held
by certain trusts established for estate planning purposes by Mr. Ergen for the benefit of his family, when Mr. Ergen exercised
his right, as grantor of such trusts, to substitute other property of equivalent value in exchange for such shares of Class B Common
Stock.
Also on December 3,
2021, Mr. Ergen, for estate planning purposes, acquired beneficial ownership of 7,500,000 shares of Class A Common Stock and
7,465,039 shares of Class B Common Stock held by the Two-Year March 2020 GRAT, a trust established for estate planning purposes
by Mr. Ergen for the benefit of his family, when Mr. Ergen exercised his right, as grantor of such trust, to substitute other
property of equivalent value in exchange for such shares of Class A Common Stock and Class B Common Stock.
The Two-Year
December 2021 GRAT acquired beneficial ownership of 32,500,000 shares of Class B Common Stock of DISH Network when Mr. Ergen
contributed such shares of Class B Common Stock to the Two-Year December 2021 GRAT on December 3, 2021. Mr. Ergen
established the Two-Year December 2021 GRAT for estate planning purposes. Shares of Class B Common Stock may be exchanged for shares
of Class A Common Stock on a one for one basis at any time.
The Reporting Persons may from time
to time acquire shares of Class A Common Stock for investment purposes.
Item 4. Purpose of Transaction.
Item 4 is hereby amended and supplemented
as follows:
During the fourth quarter of each year,
Mr. Ergen receives an annuity amount from the Two-Year December 2019 GRAT, assuming that the Two-Year December 2019 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 Two-Year December 2019 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 Two-Year December 2019 GRAT.
On December 3, 2021, the Two-Year December 2019 GRAT distributed all 18,488,257 shares of Class B Common Stock held by
the Two-Year December 2019 GRAT to Mr. Ergen as an annuity payment, and the Two-Year December 2019 GRAT expired in accordance
with its terms.
As described
in Item 3 above, on December 3, 2021, Mr. Ergen, for estate planning purposes, acquired beneficial ownership of 1,430,090 shares
of Class B Common Stock held by certain trusts established for estate planning purposes by Mr. Ergen for the benefit of his
family, when Mr. Ergen exercised his right, as grantor of such trusts, to substitute other property of equivalent value in exchange
for such shares of Class B Common Stock.
Also as described
in Item 3 above, on December 3, 2021, Mr. Ergen, for estate planning purposes, acquired beneficial ownership of 7,500,000 shares
of Class A Common Stock and 7,465,039 shares of Class B Common Stock held by the Two-Year March 2020 GRAT, a trust established
for estate planning purposes by Mr. Ergen for the benefit of his family, when Mr. Ergen exercised his right, as grantor of
such trust, to substitute other property of equivalent value in exchange for such shares of Class A Common Stock and Class B
Common Stock.
Also as described
in Item 3 above, Mr. Ergen contributed 32,500,000 shares of Class B Common Stock to the Two-Year December 2021 GRAT on
December 3, 2021. Mr. Ergen’s spouse, Cantey M. Ergen, serves as trustee of the Two-Year December 2021 GRAT and
holds 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. Mr. Ergen receives an annual annuity amount from the Two-Year December 2021 GRAT under
the trust agreement governing the Two-Year December 2021 GRAT. Members of Mr. and Mrs. Ergen’s family are the beneficiaries
of the Two-Year December 2021 GRAT. The Two-Year December 2021 GRAT is scheduled to expire on December 3, 2023.
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 December 3, 2021. See Items 11 and 13 of the cover pages to
this Amendment No. 55 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 71,604 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. 55 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 December 3, 2021, the Two-Year December 2019 GRAT distributed all 18,488,257 shares of Class B Common
Stock held by the Two-Year December 2019 GRAT to Mr. Ergen as an annuity payment, and the Two-Year December 2019 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
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 and the 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 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 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 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 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 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 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 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 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 December 2019 DISH GRAT (incorporated by reference from Exhibit G 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 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 F: 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 G: 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 H: 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 I: 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 J: 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 K: Power of Attorney of
Two-Year December 2021 DISH GRAT.
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.
|
CHARLES W. ERGEN
|
|
|
|
/s/ Robert J. Hooke
|
Dated: December 6, 2021
|
Charles W. Ergen by Robert J. Hooke, attorney-in-fact
|
|
|
|
CANTEY M. ERGEN
|
|
|
|
/s/ Robert J. Hooke
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Dated: December 6, 2021
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Cantey M. Ergen, by Robert J. Hooke, attorney-in-fact
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ERGEN TWO-YEAR DECEMBER 2019 DISH GRAT
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/s/ Robert J. Hooke
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Dated: December 6, 2021
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Cantey M. Ergen, Trustee 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
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Dated: December 6, 2021
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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
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Dated: December 6, 2021
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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
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Dated: December 6, 2021
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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
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Dated: December 6, 2021
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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
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Dated: December 6, 2021
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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
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Dated: December 6, 2021
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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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/s/ Robert J. Hooke
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Dated: December 6, 2021
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Cantey M. Ergen, Manager by Robert J. Hooke, attorney-in-fact
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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 December 2019 DISH GRAT (incorporated by reference from Exhibit G 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 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 F: 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 G: 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 H: 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 I: 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 J: 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 K: Power
of Attorney of Two-Year December 2021 DISH GRAT.
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
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Dated: December 6, 2021
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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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/s/ Robert J. Hooke
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Dated: December 6, 2021
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Cantey M. Ergen by Robert J. Hooke, attorney-in-fact
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ERGEN TWO-YEAR DECEMBER 2019 DISH GRAT
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/s/ Robert J. Hooke
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Dated: December 6, 2021
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Cantey M. Ergen, Trustee 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
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Dated: December 6, 2021
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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
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Dated: December 6, 2021
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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
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Dated: December 6, 2021
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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
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Dated: December 6, 2021
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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
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Dated: December 6, 2021
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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
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Dated: December 6, 2021
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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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/s/ Robert J. Hooke
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Dated: December 6, 2021
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Cantey M. Ergen, Manager by Robert J. Hooke, attorney-in-fact
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EXHIBIT K
- POWER OF ATTORNEY
Known by all these
presents, that the undersigned hereby constitutes and appoints Robert J. Hooke signing singly, the undersigned’s true and lawful
attorney-in-fact and agent to:
(1) prepare,
execute, and file with the U.S. Securities and Exchange Commission (the “SEC”), for and on behalf of the undersigned, in
the undersigned’s capacity as a beneficial owner of more than five percent of any class of security of DISH Network Corporation
(the “Company”), which is registered pursuant to Section 12 of the Securities Exchange Act of 1934 (the “Exchange
Act”), any Schedule 13G or Schedule 13D, and any amendments to such filings, which may be required to be filed with the SEC pursuant
to Section 13 of the Exchange Act and the rules thereunder as a result of the undersigned’s beneficial ownership of securities
of the Company and any changes therein;
(2) do and
perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedule
13G or Schedule 13D, complete and execute any amendment or amendments thereto, and timely file such Schedule 13G or Schedule 13D, and
any amendment or amendments thereto, with the SEC and any securities exchange or similar authority; and
(3) take any
other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit
to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact
on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as
such attorney-in-fact may approve in such attorney-in-fact’s discretion.
The undersigned
hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary,
or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned
might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this
Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving
in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, the undersigned’s responsibilities
to comply with Section 13 of the Exchange Act and the rules thereunder. This Power of Attorney shall remain in full force and
effect until the undersigned is no longer required to file a Schedule 13G or Schedule 13D with respect to the undersigned’s beneficial
ownership of securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing
attorney-in-fact.
IN
WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be duly executed as of this 3rd day of December 2021.
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Name of Trust: Ergen Two-Year December 2021 DISH GRAT
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By:
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/s/ Cantey M. Ergen
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Its Trustee
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Printed Name: Cantey M. Ergen
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