SEC Form 4 · accession 0000904548-18-000028
DISH Network CORP · DISH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Charles W Ergen
Officer — Chairman · Director · 10% Owner
Cantey Ergen
Director · 10% Owner
Period of report
Jul 19, 2018
Accepted (ET)
Jul 23, 2018 · 6:55 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001001082
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1,F2 | Jul 19, 2018 | J | 67,000 | $0.00 | A | 67,000 | I | I |
| Class A Common Stock | holding | — | — | — | 696,470 | D | ||
| Class A Common StockF3 | holding | — | — | — | 19,827 | I | I | |
| Class A Common StockF4 | holding | — | — | — | 235 | I | I | |
| Class A Common StockF5 | holding | — | — | — | 2,266 | I | I | |
| Class A Common StockF6 | holding | — | — | — | 8,955 | I | I | |
| Class A Common StockF7 | holding | — | — | — | 6,465 | I | I | |
| Class A Common StockF8 | holding | — | — | — | 2,167,705 | I | I |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF9 | — | Jul 19, 2018 | J | 30,000,000 | D | — | — | Class A Common Stock | 30,000,000 | 42,504,224 | D |
| Class B Common StockF1,F2,F9 | — | Jul 19, 2018 | J | 30,000,000 | A | — | — | Class A Common Stock | 30,000,000 | 30,000,000 | I |
| Class B Common StockF1,F2,F9 | — | Jul 19, 2018 | J | 33,790,620 | A | — | — | Class A Common Stock | 33,790,620 | 63,790,620 | I |
| Class B Common StockF10,F9 | — | holding | — | — | — | — | — | Class A Common Stock | 8,536,625 | 8,536,625 | I |
| Class B Common StockF11,F9 | — | holding | — | — | — | — | — | Class A Common Stock | 15,603,739 | 15,603,739 | I |
| Class B Common StockF12,F9 | — | holding | — | — | — | — | — | Class A Common Stock | 40,000,000 | 40,000,000 | I |
| Class B Common StockF13,F9 | — | holding | — | — | — | — | — | Class A Common Stock | 36,000,000 | 36,000,000 | I |
| Class B Common StockF14,F9 | — | holding | — | — | — | — | — | Class A Common Stock | 32,000,000 | 32,000,000 | I |
Explanation of responses
- F1The shares are held by Telluray Holdings, LLC ("Telluray Holdings"). Mr. Ergen and Mrs. Cantey M. Ergen, Mr. Ergen's spouse, are the managers of Telluray Holdings. Mrs. Ergen, as a manager of Tellurary Holdings, has sole voting power over the Class A Common Stock and Class B Common Stock held by Telluray Holdings and Mr. Ergen and Mrs. Ergen, as the managers of Telluray Holdings, share dispositive power over the Class A Common Stock and Class B Common Stock held by Telluray Holdings. On July 19, 2018, Mr. Ergen, for estate planning purposes, contributed 30,000,000 shares of Class B Common Stock to Telluray Holdings in exchange for membership units in Telluray Holdings. Also on July 19, 2018, certain trusts established by Mr. Ergen for the benefit of his family contributed 33,790,620 shares of Class B Common Stock and 67,000 shares of Class A Common Stock to Telluray Holdings in exchange for membership units in Telluray Holdings.
- F10The Ergen Three-Year 2015 DISH GRAT holds 8,536,625 Class B shares and is scheduled to expire in accordance with its terms on November 30, 2018. Mrs. Cantey M. Ergen serves as the trustee of such GRAT.
- F11The Ergen Three-Year 2017 DISH GRAT holds 15,603,739 Class B shares and is scheduled to expire in accordance with its terms on May 30, 2020. Mrs. Cantey M. Ergen serves as the trustee of such GRAT.
- F12The Ergen Two-Year 2017 DISH GRAT holds 40,000,000 Class B shares and is scheduled to expire in accordance with its terms on November 30, 2019. Mrs. Cantey M. Ergen serves as the trustee of such GRAT.
- F13The Ergen Two-Year March 2018 DISH GRAT holds 36,000,000 Class B shares and is scheduled to expire in accordance with its terms on March 9, 2020. Mrs. Cantey M. Ergen serves as the trustee of such GRAT.
- F14The Ergen Two-Year May 2018 DISH GRAT holds 32,000,000 Class B shares and is scheduled to expire in accordance with its terms on May 9, 2020. Mrs. Cantey M. Ergen serves as the trustee of such GRAT.
- F2The reporting persons disclaim beneficial owernship of the shares, except to the extent of their pecuniary interest therein.
- F3Held by Mr. Charles W. Ergen in a 401(k) account.
- F4Held by Mrs. Cantey M. Ergen.
- F5Held by Mrs. Cantey M. Ergen in a 401(k) account.
- F6The shares are owned beneficially by the reporting persons' child. The reporting persons disclaim beneficial ownership of the shares, except to the extent of their pecuniary interest therein.
- F7The shares are owned beneficially by a trust for which Mrs. Cantey M. Ergen holds a durable power of attorney for the beneficiary. The reporting persons disclaim beneficial ownership of the shares, except to the extent of their pecuniary interest therein.
- F8The shares are held by a charitable foundation. The reporting persons are officers of the charitable foundation and share voting and dispositive power for the foundation. The reporting persons disclaim beneficial ownership of the shares, except to the extent of their pecuniary interest therein.
- F9The holders of Class B shares may elect to convert any or all of their Class B shares into an equal number of Class A shares at any time for no additional consideration.