SEC Form 4 · accession 0001593044-15-000008
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, 2015
Accepted (ET)
Dec 2, 2015 · 6:58 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 | Nov 30, 2015 | M | 495,000 | $6.32 | A | 2,641,891 | D | |
| Class A Common Stock | Nov 30, 2015 | G | 1 | $0.00 | D | 2,641,890 | D | |
| Class A Common StockF1 | holding | — | — | — | 15,890 | I | I | |
| Class A Common StockF2 | holding | — | — | — | 235 | I | I | |
| Class A Common StockF3 | holding | — | — | — | 19,604 | I | I | |
| Class A Common StockF4 | holding | — | — | — | 2,043 | I | I | |
| Class A Common StockF5 | holding | — | — | — | 27,000 | 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 StockF6,F7 | — | Nov 30, 2015 | G | 8,602,416 | D | — | — | Class A Common Stock | 8,602,416 | 1,092,089 | I |
| Class B Common StockF6 | — | Nov 30, 2015 | G | 1,092,089 | A | — | — | Class A Common Stock | 1,092,089 | 166,661,851 | D |
| Class B Common StockF6 | — | Nov 30, 2015 | G | 32,000,000 | D | — | — | Class A Common Stock | 32,000,000 | 134,661,851 | D |
| Class B Common StockF6,F8 | — | Nov 30, 2015 | G | 32,000,000 | A | — | — | Class A Common Stock | 32,000,000 | 32,000,000 | I |
| Employee Stock Option (Right to Buy)F9 | $6.32 | Nov 30, 2015 | M | 495,000 | D | — | Mar 31, 2017 | Class A Common Stock | 495,000 | 0 | D |
Explanation of responses
- F1The shares are held by a custodian for the reporting person's children. The reporting person disclaims beneficial ownership of the shares, except to the extent of their pecuniary interest therein.
- F2Held by Mrs. Cantey M. Ergen.
- F3Held by Mr. Charles W. Ergen in a 401(k) account.
- F4Held by Mrs. Cantey M. Ergen in a 401(k) account.
- F5The shares are held by a charitable foundation. The reporting person is an officer of the charitable foundation and has both investment control and voting power for the foundation. The reporting person disclaims beneficial ownership of the shares, except to the extent of their pecuniary interest therein.
- F6The holder of the shares of Class B stock 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.
- F7Pursuant to the terms of the Ergen Five-Year 2010 DISH GRAT, 1,092,089 shares were distributed as an annuity to Mr. Ergen on November 30, 2015, with the remaining 8,602,416 shares distributed to trusts for the reporting persons' family members. Following these distributions, the Ergen Five-Year 2010 DISH GRAT expired pursuant to its terms.
- F8On November 30, 2015, the reporting person established a GRAT and contributed 32,000,000 Class B shares, resulting in the transfer of a total of 32,000,000 Class B shares.
- F9The grant was subject to achievement of certain performance criteria prior to December 31, 2015 and vested based on achievement of such criteria. The performance criteria are not tied to the market price of the Issuer's securities.