SEC Form 4 · accession 0000904548-18-000026
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
Jul 19, 2018
Accepted (ET)
Jul 23, 2018 · 4:23 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 |
|---|---|---|---|---|---|---|---|---|
| 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 | |
| Class A Common StockF3 | holding | — | — | — | 824 | 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 StockF4 | — | Jul 19, 2018 | J | 8,000,000 | D | — | — | Class A Common Stock | 8,000,000 | 17,018,330 | D |
| Class B Common StockF5,F4 | — | Jul 19, 2018 | J | 12,808,205 | A | — | — | Class A Common Stock | 12,808,205 | 12,808,205 | I |
| Class B Common StockF6,F4 | — | holding | — | — | — | — | — | Class A Common Stock | 4,890,958 | 4,890,958 | I |
| Class B Common StockF7,F4 | — | holding | — | — | — | — | — | Class A Common Stock | 8,000,000 | 8,000,000 | 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 shares voting and dispositive power with his spouse, Cantey M. Ergen. 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.
- F3These shares are held by a trust for which Mr. Ergen's spouse, Cantey M. Ergen, has durable power of attorney for the beneficiary of the trust. 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 holder of the shares of Class B Common Stock may elect to convert any or all of their shares of Class B Common Stock into an equal number of shares of Class A Common Stock at any time for no additional consideration.
- F5On July 19, 2018, Mr. Ergen, for estate planning purposes, contributed 8,000,000 shares of Class B Common Stock to Telluray Holdings, LLC ("Telluray") in exchange for membership units in Telluray. Also on July 19, 2018, certain trusts established by Mr. Ergen for the benefit of his family contributed 4,808,205 shares of Class B Common Stock to Telluray in exchange for membership units in Telluray. Mr. Ergen and Mrs. Ergen are the managers of Telluray. Mrs. Ergen has sole voting power over the shares of Class B Common Stock held by Telluray and Mr. Ergen and Mrs. Ergen share dispositive power over the shares of Class B Common Stock held by Telluray. 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.
- F6On May 30, 2017, the reporting person established the Ergen Three-Year 2017 SATS GRAT (the "2017 May GRAT") and contributed a total of 7,600,000 Class B shares to such trust. The 2017 May GRAT currently holds 4,890,958 Class B shares and is scheduled to expire in accordance with its terms on May 30, 2020.
- F7On November 30, 2017, the reporting person established the Ergen Two-Year 2017 SATS GRAT (the "2017 November GRAT") 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.