SEC Form 4 · accession 0001507238-15-000001
EchoStar CORP · ECHO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Ergen Five-Year 2010 SATS GRAT
10% Owner · Other
ERGEN THREE YEAR 2014 SATS GRAT
10% Owner · Other
Period of report
Nov 30, 2015
Accepted (ET)
Dec 2, 2015 · 6:22 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001415404
Table I — non-derivative securities
No Table I lines on this filing.
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 StockF1,F3,F4 | — | Nov 30, 2015 | G | 1,456,698 | D | — | — | Class A Common Stock | 1,456,698 | 0 | D |
| Class B Common StockF4,F6,F5 | — | holding | — | — | — | — | — | Class A Common Stock | 7,074,796 | 7,074,796 | D |
Explanation of responses
- F1On November 30, 2010, Charles W. Ergen established four GRATs, contributing 2,500,000 Class B shares to each, resulting in the transfer of a total of 10,000,000 Class B shares. Each GRAT may elect to convert any or all of its Class B shares into an equal number of Class A shares at any time for no additional consideration.
- F2Pursuant 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 Mr. Ergen's family. Following this distribution, the Ergen Five-Year 2010 SATS GRAT expired pursuant to its terms.
- F3These securities were owned directly by the Ergen Five-Year 2010 SATS GRAT.
- F4There is no formal agreement to vote or dispose of the shares owned by each GRAT in a particular manner, except that the trust agreement for each GRAT contains an irrevocable provision that provides that the trustee will not dispose of any shares of the issuer held by the GRAT unless a Change of Control Event (as defined in Item 6 of the GRATs' Schedule 13D/A filed on December 1, 2015) occurs. The dispositive and voting power of the shares held by each of the GRATs is independent of each other, except to the extent that Mr. William R. Gouger is the trustee of each of the GRATs and in that respect is able to control the disposition and voting of the shares of Class B Common Stock owned by each such GRAT.
- F5On May 30, 2014, Charles W. Ergen established the Ergen Three-Year 2014 SATS GRAT (the "2014 GRAT") and contributed 10,000,000 Class B shares to the 2014 GRAT. The 2014 GRAT may elect to convert any or all of its Class B shares into an equal number of Class A shares at any time for no additional consideration.
- F6These securities are owned directly by the 2014 GRAT.