Statement of Changes in Beneficial Ownership (4)
June 28 2023 - 4:32PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
ERGEN CHARLES W |
2. Issuer Name and Ticker or Trading Symbol
DISH Network CORP
[
DISH
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) CHAIRMAN |
(Last)
(First)
(Middle)
9601 S. MERIDIAN BLVD. |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/26/2023 |
(Street)
ENGLEWOOD, CO 80112 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock | | | | | | | | 2817 | I | I (1) |
Class A Common Stock | | | | | | | | 10957 | I | I (2) |
Class A Common Stock | | | | | | | | 2168975 | I | I (3) |
Class A Common Stock | | | | | | | | 6699489 | I | I (4) |
Class A Common Stock | | | | | | | | 21589 | I | I (5) |
Class A Common Stock | | | | | | | | 26000000 | I | I (6) |
Class A Common Stock | | | | | | | | 448 | I | I (7) |
Class A Common Stock | | | | | | | | 85582 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Class B Common Stock | (8) | 6/26/2023 | | G (9) | | | 89500000 | (8) | (8) | Class A Common Stock | 89500000 | $0 | 161240 | D | |
Class B Common Stock | (8) | 6/26/2023 | | G (9) | | 89500000 | | (8) | (8) | Class A Common Stock | 89500000 | $0 | 89500000 | I | I (9) |
Class B Common Stock | (8) | | | | | | | (8) | (8) | Class A Common Stock | 28000000 | | 28000000 | I | I (6) |
Class B Common Stock | (8) | | | | | | | (8) | (8) | Class A Common Stock | 1983348 | | 1983348 | I | I (10) |
Class B Common Stock | (8) | | | | | | | (8) | (8) | Class A Common Stock | 63790620 | | 63790620 | I | I (4) |
Class B Common Stock | (8) | | | | | | | (8) | (8) | Class A Common Stock | 55000000 | | 55000000 | I | I (11) |
Explanation of Responses: |
(1) | Held by Mrs. Cantey M. Ergen, Mr. Ergen's spouse, in a 401(k) account. |
(2) | The shares are owned beneficially by the reporting person's child. The reporting person disclaims beneficial ownership of the shares, except to the extent of his pecuniary interest therein. |
(3) | The shares are held by a charitable foundation. The reporting person is an officer of the charitable foundation and shares voting and dispositive power for the foundation. The reporting person disclaims beneficial ownership of the shares, except to the extent of his pecuniary interest therein. |
(4) | The shares are held by Telluray Holdings, LLC. Mr. Ergen and Mrs. Ergen are the managers of Telluray Holdings, LLC. Mrs. Ergen, as a manager of Telluray Holdings, LLC, has sole voting power over the Class A shares and Class B shares held by Telluray Holdings, LLC, and Mr. Ergen and Mrs. Ergen, as the managers of Telluray Holdings, LLC, share dispositive power over the Class A shares and Class B shares held by Telluray Holdings, LLC. The reporting persons disclaim beneficial ownership of the shares, except to the extent of their pecuniary interest therein. |
(5) | Held by Mr. Ergen in a 401(k) account. |
(6) | The Ergen Two-Year May 2023 DISH GRAT holds 26,000,000 Class A shares and 28,000,000 Class B shares and is scheduled to expire in accordance with its terms on May 12, 2025. Mrs. Cantey M. Ergen serves as the trustee of such GRAT. |
(7) | Held by Mrs. Ergen, Mr. Ergen's spouse. |
(8) | The holder of the Class B shares may elect to convert any or all of its Class B shares into an equal number of Class A shares at any time for no additional consideration. |
(9) | On June 26, 2023, Charles W. Ergen established the Ergen Two-Year June 2023 DISH GRAT (the "Two-Year June 2023 DISH GRAT") and contributed 89,500,000 Class B shares to the Two-Year June 2023 DISH GRAT. The Two-Year June 2023 DISH GRAT may elect to convert any or all of its Class B shares into an equal number of Class A shares at any time for no additional consideration. The Two-Year June 2023 DISH GRAT is scheduled to expire in accordance with its terms on June 26, 2025. Mrs. Cantey M. Ergen serves as the trustee of such GRAT. |
(10) | The Ergen Two-Year December 2021 DISH GRAT holds 1,983,348 Class B shares and is scheduled to expire in accordance with its terms on December 3, 2023. Mrs. Cantey M. Ergen serves as the trustee of such GRAT. |
(11) | The Ergen Two-Year December 2022 DISH GRAT holds 55,000,000 Class B shares and is scheduled to expire in accordance with its terms on December 22, 2024. Mrs. Cantey M. Ergen serves as the trustee of such GRAT. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
ERGEN CHARLES W 9601 S. MERIDIAN BLVD. ENGLEWOOD, CO 80112 | X | X | CHAIRMAN |
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ERGEN CANTEY 9601 S. MERIDIAN BLVD. ENGLEWOOD, CO 80112 | X | X |
| SENIOR ADVISOR |
Signatures
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/s/ Cantey M. Ergen, by Timothy A. Messner, Attorney-in-Fact | | 6/28/2023 |
**Signature of Reporting Person | Date |
/s/ Charles W. Ergen, by Timothy A. Messner, Attorney-in-Fact | | 6/28/2023 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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