SEC Form 4 · accession 0000904548-18-000047
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
Nov 30, 2018
Accepted (ET)
Dec 4, 2018 · 4:17 pm EST
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 Stock | holding | — | — | — | 696,470 | D | ||
| Class A Common StockF1 | holding | — | — | — | 19,827 | I | I | |
| Class A Common StockF2 | holding | — | — | — | 235 | I | I | |
| Class A Common StockF3 | holding | — | — | — | 2,266 | I | I | |
| Class A Common StockF4 | holding | — | — | — | 8,955 | I | I | |
| Class A Common StockF5 | holding | — | — | — | 6,465 | I | I | |
| Class A Common StockF6 | holding | — | — | — | 2,167,705 | I | I | |
| Class A Common StockF7 | holding | — | — | — | 67,000 | 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,F8 | — | Nov 30, 2018 | G | 8,536,625 | D | — | — | Class A Common Stock | 8,536,625 | 0 | I |
| Class B Common StockF8 | — | Nov 30, 2018 | G | 8,536,625 | A | — | — | Class A Common Stock | 8,536,625 | 51,040,849 | D |
| Class B Common StockF10,F8 | — | Nov 30, 2018 | G | 29,196,663 | D | — | — | Class A Common Stock | 29,196,663 | 10,803,337 | I |
| Class B Common StockF8 | — | Nov 30, 2018 | G | 29,196,663 | A | — | — | Class A Common Stock | 29,196,663 | 80,237,512 | D |
| Class B Common StockF8 | — | Nov 30, 2018 | G | 50,000,000 | D | — | — | Class A Common Stock | 50,000,000 | 30,237,512 | D |
| Class B Common StockF11,F8 | — | Nov 30, 2018 | G | 50,000,000 | A | — | — | Class A Common Stock | 50,000,000 | 50,000,000 | I |
| Class B Common StockF12,F8 | — | holding | — | — | — | — | — | Class A Common Stock | 36,000,000 | 36,000,000 | I |
| Class B Common StockF13,F8 | — | holding | — | — | — | — | — | Class A Common Stock | 32,000,000 | 32,000,000 | I |
| Class B Common StockF14,F8 | — | holding | — | — | — | — | — | Class A Common Stock | 15,603,739 | 15,603,739 | I |
| Class B Common StockF7,F8 | — | holding | — | — | — | — | — | Class A Common Stock | 63,790,620 | 63,790,620 | I |
Explanation of responses
- F1Held by Mr. Charles W. Ergen in a 401(k) account.
- F10Pursuant to the terms of the Ergen Two-Year 2017 DISH GRAT (the "Two-Year 2017 GRAT"), 29,196,663 Class B shares were distributed as an annuity to Mr. Ergen on November 30, 2018. Following this distribution, the Two-Year 2017 GRAT retained 10,803,337 Class B shares. The Two-Year 2017 GRAT is scheduled to expire in accordance with its terms on November 30, 2019. Mrs. Cantey M. Ergen serves as the trustee of such GRAT.
- F11On November 30, 2018, Charles W. Ergen established the Ergen Two-Year November 2018 DISH GRAT and contributed 50,000,000 Class B shares, resulting in the transfer of a total of 50,000,000 Class B shares. Mrs. Cantey M. Ergen serves as the trustee of such GRAT.
- F12The 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.
- F13The 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.
- F14The 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.
- F2Held by Mrs. Cantey M. Ergen, Mr. Ergen's spouse.
- F3Held by Mrs. Cantey M. Ergen in a 401(k) account.
- F4The 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.
- F5The 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.
- F6The 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.
- F7The shares are held by Telluray Holdings, LLC ("Telluray Holdings"). Mr. Ergen and Mrs. Ergen 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. The reporting persons disclaim beneficial ownership of the shares, except to the extent of their pecuniary interest therein.
- F8The 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.
- F9Pursuant to the terms of the Ergen Three-Year 2015 DISH GRAT (the "2015 GRAT"), 8,536,625 Class B shares were distributed as an annuity to Mr. Ergen on November 30, 2018. Following this distribution, the 2015 GRAT expired in accordance with its terms.