SEC Form 4 · accession 0001609883-16-000003
EchoStar CORP · ECHO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Ergen Three Year 2015 SATS GRAT
10% Owner · Other
Period of report
May 31, 2016
Accepted (ET)
Jun 2, 2016 · 4:23 pm EDT
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 StockF2,F1,F3,F4 | — | May 31, 2016 | G | 4,394,665 | D | — | — | Class A Common Stock | 4,394,665 | 2,680,131 | D |
| Class B Common StockF4,F6,F5 | — | holding | — | — | — | — | — | Class A Common Stock | 9,000,000 | 9,000,000 | D |
Explanation of responses
- F1On May 30, 2014, Charles W. Ergen established a Grantor Retained Annuity Trust ("GRAT"), 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.
- F2Pursuant to the terms of the 2014 GRAT, 4,394,665 Class B shares were distributed as an annuity to Mr. Ergen on May 31, 2016, with the 2014 GRAT retaining 2,680,131 Class B shares. The 2014 GRAT expires in accordance with its terms on May 30, 2017.
- F3These securities are owned directly by the 2014 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 June 1, 2016) 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 November 30, 2015, Charles W. Ergen established the Ergen Three-Year 2015 SATS GRAT (the "2015 GRAT"), and contributed 9,000,000 Class B shares to the 2015 GRAT. The 2015 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 2015 GRAT.