SEC Form 4 · accession 0000904548-17-000016
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, 2017
Accepted (ET)
Dec 4, 2017 · 4:20 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 | holding | — | — | — | 700,678 | D | ||
| Class A Common StockF1 | 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 StockF2 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF3 | — | Nov 30, 2017 | G | 2,035,212 | A | — | — | Class A Common Stock | 2,035,212 | 30,309,288 | D |
| Class B Common StockF3 | — | Nov 30, 2017 | G | 8,000,000 | D | — | — | Class A Common Stock | 8,000,000 | 22,309,288 | D |
| Class B Common StockF6,F3 | — | Nov 30, 2017 | G | 8,000,000 | A | — | — | Class A Common Stock | 8,000,000 | 8,000,000 | I |
| Class B Common StockF7,F3 | — | holding | — | — | — | — | — | Class A Common Shares | 7,600,000 | 7,600,000 | I |
Explanation of responses
- F1The 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 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 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 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.
- F4Pursuant to the terms of the Ergen Three-Year 2015 SATS GRAT (the "2015 GRAT"), 2,035,212 Class B shares were distributed as an annuity to Mr. Ergen on November 30, 2017, with the 2015 GRAT retaining 4,969,546 Class B shares. The 2015 GRAT is scheduled to expire in accordance with its terms on November 30, 2018.
- F5On November 30, 2017, the reporting person established the Ergen Two-Year 2017 SATS GRAT (the "2017 November GRAT"), a grantor retained annuity trust, of which the reporting person's spouse is the trustee, and contributed a total of 8,000,000 Class B shares to such trust. The 2017 November GRAT is scheduled to expire in accordance with its terms on November 30, 2019.
- F6On November 30, 2017, the reporting person established the 2017 November GRAT and contributed a total of 8,000,000 Class B shares to such trust.
- F7On May 30, 2017, the reporting person established the Ergen Three-Year 2017 SATS GRAT (the "2017 May GRAT"), of which the reporting person's spouse is the trustee, and contributed a total of 7,600,000 Class B shares to such trust. The 2017 May GRAT is scheduled to expire in accordance with its terms on May 30, 2020.