Cantey Ergen - Dec 31, 2023 Form 4 Insider Report for EchoStar CORP (SATS)

Signature
/s/ Cantey M. Ergen, by Dean Manson, Attorney-in-Fact
Stock symbol
SATS
Transactions as of
Dec 31, 2023
Transactions value $
-$99
Form type
4
Date filed
1/3/2024, 06:57 PM
Previous filing
Jan 3, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SATS Class A Common Stock Award +156 +331.91% 203 Dec 31, 2023 Direct F1
transaction SATS Class A Common Stock Award +988 +491.54% 1.19K Dec 31, 2023 By 401(k) F1
transaction SATS Class A Common Stock Options Exercise +16 +7.88% 219 Jan 1, 2024 Direct F4
transaction SATS Class A Common Stock Tax liability -$99 -6 -2.74% $16.57 213 Jan 1, 2024 Direct F7

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction SATS Stock Option (Right to Buy) Award +1.75K 1.75K Dec 31, 2023 Class A Common Stock 1.75K $101.09 Direct F2, F3
transaction SATS Stock Option (Right to Buy) Award +1.75K 1.75K Dec 31, 2023 Class A Common Stock 1.75K $92.17 Direct F2, F3
transaction SATS Stock Option (Right to Buy) Award +1.75K 1.75K Dec 31, 2023 Class A Common Stock 1.75K $92.44 Direct F2, F3
transaction SATS Stock Option (Right to Buy) Award +1.75K 1.75K Dec 31, 2023 Class A Common Stock 1.75K $40.02 Direct F2, F3
transaction SATS Restricted Stock Units Award +16 16 Dec 31, 2023 Class A Common Stock 16 Direct F4, F5, F6
transaction SATS Restricted Stock Units Options Exercise $0 -16 -100% $0.00* 0 Jan 1, 2024 Class A Common Stock 16 Direct F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Received in exchange for shares of Class A Common Stock, par value $.01 par value per share ("DISH Class A Common Stock"), of DISH Network Corporation, a Nevada corporation ("DISH") in connection with the Amended and Restated Agreement and Plan of Merger, dated as of October 2, 2023 ("Merger Agreement"), by and between the Issuer, DISH and EAV Corp., a Nevada corporation and a wholly owned direct subsidiary of the Issuer ("Merger Sub"). Pursuant to the Merger Agreement, on December 31, 2023, Merger Sub merged with and into DISH with DISH surviving the merger as a wholly owned subsidiary of the Issuer (the "Merger"). At the effective time of the Merger (the "Effective Time"), each outstanding share of DISH Class A Common Stock was converted into the right to receive a number of Issuer Class A Common Stock equal to 0.350877 (the "Exchange Ratio").
F2 The shares underlying the option were 100% vested at date of grant.
F3 Received in exchange for an employee stock option to acquire shares of DISH Class A Common Stock in connection with the Merger. At the Effective Time, each stock option held by the reporting person was converted into an Issuer stock option on substantially the same terms and conditions, with respect to a number of shares of Issuer Class A Common Stock equal to (i) the number of shares of DISH Class A Common Stock subject to the corresponding DISH stock option immediately prior to the Effective Time, multiplied by the Exchange Ratio, at an exercise price equal to the exercise price of the corresponding DISH stock option immediately prior to the Effective Time divided by the Exchange Ratio.
F4 Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of Issuer Class A Common Stock, which will be issued to the reporting person immediately upon vesting.
F5 The RSUs vest in three equal annual installments, commencing January 1, 2022.
F6 Received in exchange for restricted stock units representing a contingent right to receive DISH Class A Common Stock in connection with the Merger. At the Effective Time, each restricted stock unit held by the reporting person was converted into an Issuer RSU on substantially the same terms and conditions, with respect to a number of shares of Issuer Class A Common Stock equal to (i) the number of shares of DISH Class A Common Stock subject to the corresponding DISH restricted stock unit award immediately prior to the Effective Time, multiplied by (ii) the Exchange Ratio.
F7 Represents shares withheld to cover certain tax obligations in connection with the vested restricted stock units listed in Table II.