SEC Form 4 · accession 0000904548-15-000006

EchoStar CORP · ECHO

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Charles W Ergen

Officer — Chairman · Director · 10% Owner

Period of report

Nov 30, 2015

Accepted (ET)

Dec 2, 2015 · 6:25 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001415404

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	500,000	$29.54	A	703,262	D
Class A Common Stock	Nov 30, 2015	G	2,604	$0.00	D	700,658	D
Class A Common Stock^F3	Nov 30, 2015	G	650	$0.00	A	6,122	I	By child
Class A Common Stock^F4	Nov 30, 2015	G	650	$0.00	A	6,122	I	By custodian for child
Class A Common Stock	holding	—	—		—	47	I	By spouse
Class A Common Stock	holding	—	—		—	3,705	I	By 401(k)
Class A Common Stock	holding	—	—		—	201	I	By spouse's 401(k)
Class A Common Stock^F5	holding	—	—		—	5,400	I	By charitable foundation
Hughes Retail Preferred Tracking Stock^F3	holding	—	—		—	6,290,499	I	By DISH Network L.L.C.

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Employee Stock Option (Right to Buy)^F6	$29.54	Nov 30, 2015	M	500,000	D	—	Mar 31, 2018	Class A Common Stock	500,000	0	D
Class B Common Stock^F7	—	Nov 30, 2015	G	380,240	A	—	—	Class A Common Stock	380,240	35,804,038	D
Class B Common Stock^F7	—	Nov 30, 2015	G	9,000,000	D	—	—	Class A Common Stock	9,000,000	26,804,038	D

Explanation of responses

F1This transaction involved a gift of shares by the reporting person to, among others, one of the reporting person's children and to the custodian for another of the reporting person's children.
F2This transaction involved a gift of shares by the reporting person to a trust established by the reporting person for the benefit of his family.
F3The reporting person disclaims beneficial ownership of the shares, except to the extent of his pecuniary interest therein and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
F4The shares are held by a custodian for the reporting person's child. The reporting person disclaims beneficial ownership of the shares, except to the extent of their pecuniary interest therein and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
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 shares underlying the option vested at the rate of 20% per year, commencing on March 31, 2009.
F7The holder of the shares of Class B stock 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.
F8Pursuant to the terms of the Ergen Five-Year 2010 SATS GRAT, 380,240 shares were distributed as an annuity to Mr. Ergen on November 30, 2015, and the remaining 1,076,458 shares were distributed to a trust, the beneficiaries of which are members of the reporting person's family. Trusts for the reporting person's family members hold 4,808,205 Class B shares following this distribution. Following this distribution, the Ergen Five-Year 2010 SATS GRAT expired pursuant to its terms.
F9On November 30, 2015, the reporting person established the Ergen Three-Year 2015 SATS GRAT, a grantor retained annuity trust, and contributed a total of 9,000,000 Class B shares to such trust.