SEC Form 4 · accession 0000904548-18-000046
EchoStar CORP · ECHO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Nov 30, 2018
Accepted (ET)
Dec 4, 2018 · 4:12 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 | |
| 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 | — | Nov 30, 2018 | G | 3,489,069 | A | — | — | Class A Common Stock | 3,489,069 | 20,507,399 | D |
| Class B Common StockF6,F4 | — | Nov 30, 2018 | G | 5,388,573 | D | — | — | Class A Common Stock | 5,388,573 | 2,611,427 | I |
| Class B Common StockF4 | — | Nov 30, 2018 | G | 5,388,573 | A | — | — | Class A Common Stock | 5,388,573 | 25,895,972 | D |
| Class B Common StockF4 | — | Nov 30, 2018 | G | 20,000,000 | D | — | — | Class A Common Stock | 20,000,000 | 5,895,972 | D |
| Class B Common StockF7,F4 | — | Nov 30, 2018 | G | 20,000,000 | A | — | — | Class A Common Stock | 20,000,000 | 20,000,000 | I |
| Class B Common StockF8,F4 | — | holding | — | — | — | — | — | Class A Common Stock | 12,808,205 | 12,808,205 | I |
| Class B Common StockF9,F4 | — | holding | — | — | — | — | — | Class A Common Stock | 4,890,958 | 4,890,958 | I |
Explanation of responses
- F1The reporting persons disclaim 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.
- F2The shares are held by a charitable foundation. The reporting persons are officers of the charitable foundation and share voting and dispositive power for the foundation. The reporting persons disclaim 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.
- 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 persons disclaim 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.
- F4The 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.
- F5Pursuant to the terms of the Ergen Three-Year 2015 SATS GRAT (the "2015 GRAT"), 3,489,069 Class B shares were distributed to Mr. Ergen as an annuity payment on November 30, 2018 and the remaining 1,480,477 Class B shares were distributed to a trust established by Mr. Ergen for the benefit of his family. Following these distributions, the 2015 GRAT expired in accordance with its terms.
- F6Pursuant to the terms of the Ergen Two-Year 2017 SATS GRAT (the "2017 November GRAT"), 5,388,573 Class B shares were distributed as an annuity to Mr. Ergen on November 30, 2018, with the 2017 November GRAT retaining 2,611,427 Class B shares. The 2017 November GRAT is scheduled to expire in accordance with its terms on November 30, 2019. Mrs. Cantey M. Ergen serves as the trustee of such GRAT.
- F7On November 30, 2018, Mr. Ergen established the Ergen Two-Year November 2018 SATS GRAT (the "2018 November GRAT") and contributed a total of 20,000,000 Class B shares to such trust. The 2018 November GRAT is scheduled to expire in accordance with its terms on November 30, 2020. Mrs. Cantey M. Ergen serves as the trustee of such GRAT.
- F8On 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.
- F9On May 30, 2017, Mr. Ergen 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. Mrs. Cantey M. Ergen serves as the trustee of such GRAT.