SEC Form 4 · accession 0000904548-17-000002
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
Feb 28, 2017
Accepted (ET)
Apr 4, 2017 · 4:03 pm EDT
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 |
|---|---|---|---|---|---|---|---|---|
| Hughes Retail Preferred Tracking StockF1 | Feb 28, 2017 | J | 6,290,499 | $0.00 | D | 0 | I | By DISH Network L.L.C. |
| Class A Common Stock | holding | — | — | — | 700,678 | D | ||
| Class A Common StockF2 | holding | — | — | — | 6,122 | I | By 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 StockF3 | holding | — | — | — | 5,400 | I | By Charitable Foundation |
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)F4 | $56.95 | Apr 1, 2017 | A | 1,100,000 | A | — | Apr 1, 2027 | Class A Common Stock | 1,100,000 | 1,100,000 | D |
Explanation of responses
- F1On February 28, 2017, the issuer and DISH Network Corporation ("DISH") and their respective subsidiaries consummated a transaction pursuant to which the issuer and its subsidiary received all the shares of the Hughes Retail Preferred Tracking Stock (the "Tracking Stock") owned by DISH and its subsidiary in exchange for 100% of the equity interests of two former subsidiaries of the issuer that held portions of the issuer's EchoStar Technologies businesses. The Tracking Stock was then retired. The 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.
- F2The 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.
- F3The 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 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 underlying the option vest at the rate of 20% per year, commencing on April 1, 2018, if Mr. Ergen is Chairman of the Board of Directors of the issuer on each vesting date.