SEC Form 4 · accession 0001659362-17-000002
EchoStar CORP · ECHO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Nov 30, 2017
Accepted (ET)
Dec 4, 2017 · 4:23 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, 2017 | G | 2,035,212 | D | — | — | Class A Common Stock | 2,035,212 | 4,969,546 | D |
| Class B Common StockF3,F6,F5 | — | holding | — | — | — | — | — | Class A Common Stock | 7,600,000 | 7,600,000 | D |
Explanation of responses
- F1On November 30, 2015, Charles W. Ergen established a Grantor Retained Annuity Trust ("GRAT"), 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.
- F2Pursuant to the terms of 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.
- F3There 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, 2017) occurs. The dispositive and voting power of the shares held by each of the GRATs is independent of each other.
- F4These securities are owned directly by the 2015 GRAT.
- F5On May 30, 2017, Charles W. Ergen established the Ergen Three-Year 2017 SATS GRAT (the "2017 GRAT"), and contributed a total of 7,600,000 Class B shares to the 2017 GRAT. The 2017 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 2017 GRAT.