UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 57)*
DISH NETWORK CORPORATION
(Name of Issuer)
CLASS A COMMON STOCK, $0.01 PAR VALUE PER SHARE
(Title of Class of Securities)
25470M 109
(CUSIP Number)
Timothy A. Messner
Executive Vice President and General Counsel
DISH Network Corporation
9601 S. Meridian Blvd.
Englewood, Colorado 80112
(303) 723-1000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 16, 2022
(Date of Event Which Requires Filing of this Statement)
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.
¨
Note:
Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See §240.13d-7
for other parties to whom copies are to be sent.
* 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).
Persons who respond to the collection of information contained
in this form are not required to respond unless the form displays a
currently valid OMB control number.
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.
| |
CHARLES
W. ERGEN |
| |
|
| |
|
| |
/s/Robert
J. Hooke |
| Dated:
March 17, 2022 |
Charles
W. Ergen by Robert J. Hooke,
attorney-in-fact |
| |
|
| |
CANTEY
M. ERGEN |
| |
|
| |
|
| |
/s/
Robert J. Hooke |
| Dated:
March 17, 2022 |
Cantey
M. Ergen, by Robert J. Hooke,
attorney-in-fact |
| |
|
| |
ERGEN
TWO-YEAR MARCH 2020 DISH GRAT |
| |
|
| |
|
| |
/s/
Robert J. Hooke |
| Dated:
March 17, 2022 |
Cantey
M. Ergen, Trustee by Robert J. Hooke,
attorney-in-fact |
| |
|
| |
ERGEN
TWO-YEAR JUNE 2020 DISH GRAT |
| |
|
| |
|
| |
/s/
Robert J. Hooke |
| Dated:
March 17, 2022 |
Cantey
M. Ergen, Trustee by Robert J. Hooke,
attorney-in-fact |
| |
|
| |
ERGEN
TWO-YEAR DECEMBER 2020 DISH GRAT |
| |
|
| |
|
| |
/s/
Robert J. Hooke |
| Dated:
March 17, 2022 |
Cantey
M. Ergen, Trustee by Robert J. Hooke,
attorney-in-fact |
| |
|
| |
ERGEN
TWO-YEAR MARCH 2021 DISH GRAT |
| |
|
| |
|
| |
/s/
Robert J. Hooke |
| Dated:
March 17, 2022 |
Cantey
M. Ergen, Trustee by Robert J. Hooke,
attorney-in-fact |
| |
ERGEN
TWO-YEAR JUNE 2021 DISH GRAT |
| |
|
| |
|
| |
/s/
Robert J. Hooke |
| Dated:
March 17, 2022 |
Cantey
M. Ergen, Trustee by Robert J. Hooke,
attorney-in-fact |
| |
|
| |
ERGEN
TWO-YEAR DECEMBER 2021 DISH GRAT |
| |
|
| |
|
| |
/s/
Robert J. Hooke |
| Dated:
March 17, 2022 |
Cantey
M. Ergen, Trustee by Robert J. Hooke, attorney-in-fact |
| |
|
| |
TELLURAY
HOLDINGS, LLC |
| |
|
| |
|
| |
/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.
| |
CHARLES
W. ERGEN |
| |
|
| |
|
| |
/s/
Robert J. Hooke |
| Dated:
March 17, 2022 |
Charles
W. Ergen by Robert J. Hooke, attorney-in-fact |
| |
|
| |
CANTEY
M. ERGEN |
| |
|
| |
|
| |
/s/
Robert J. Hooke |
| Dated:
March 17, 2022 |
Cantey
M. Ergen by Robert J. Hooke, attorney-in-fact |
| |
|
| |
ERGEN
TWO-YEAR MARCH 2020 DISH GRAT |
| |
|
| |
|
| |
/s/
Robert J. Hooke |
| Dated:
March 17, 2022 |
Cantey
M. Ergen, Trustee by Robert J. Hooke,
attorney-in-fact |
| |
|
| |
ERGEN
TWO-YEAR JUNE 2020 DISH GRAT |
| |
|
| |
|
| |
/s/
Robert J. Hooke |
| Dated:
March 17, 2022 |
Cantey
M. Ergen, Trustee by Robert J. Hooke,
attorney-in-fact |
| |
|
| |
ERGEN
TWO-YEAR DECEMBER 2020 DISH GRAT |
| |
|
| |
|
| |
/s/
Robert J. Hooke |
| Dated:
March 17, 2022 |
Cantey
M. Ergen, Trustee by Robert J. Hooke,
attorney-in-fact |
| |
|
| |
ERGEN
TWO-YEAR MARCH 2021 DISH GRAT |
| |
|
| |
|
| |
/s/
Robert J. Hooke |
| Dated:
March 17, 2022 |
Cantey
M. Ergen, Trustee by Robert J. Hooke,
attorney-in-fact |
| |
|
| |
ERGEN
TWO-YEAR JUNE 2021 DISH GRAT |
| |
|
| |
|
| |
/s/
Robert J. Hooke |
| Dated:
March 17, 2022 |
Cantey
M. Ergen, Trustee by Robert J. Hooke,
attorney-in-fact |
| |
|
| |
ERGEN
TWO-YEAR DECEMBER 2021 DISH GRAT |
| |
|
| |
|
| |
/s/
Robert J. Hooke |
| Dated:
March 17, 2022 |
Cantey
M. Ergen, Trustee by Robert J. Hooke, attorney-in-fact |
| |
|
| |
TELLURAY
HOLDINGS, LLC |
| |
|
| |
|
| |
/s/
Robert J. Hooke |
| Dated:
March 17, 2022 |
Cantey
M. Ergen, Manager by Robert J. Hooke,
attorney-in-fact |
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