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

Role: Chairman, Director, 10%+ Owner
Signature: /s/ Charles W. Ergen, by Dean A. Manson, his Attorney-in-Fact
Stock symbol: SATS
Transactions as of: Dec 31, 2023
Transactions value $: $0
Form type: 4
Date filed: 1/3/2024, 06:58 PM
Previous filing: Dec 27, 2023
Next filing: Apr 3, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SATS	Class A Common Stock	Award		+3.84K	+62.79%		9.97K	Dec 31, 2023	By child	F1, F2
transaction	SATS	Class A Common Stock	Award		+761K	+14093.39%		766K	Dec 31, 2023	By Charitable Foundation	F1, F3
transaction	SATS	Class A Common Stock	Award		+2.35M			2.35M	Dec 31, 2023	I	F1, F4
transaction	SATS	Class A Common Stock	Award		+9.12M			9.12M	Dec 31, 2023	I	F1, F5

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	Class B Common Stock	Award		+9.82M			9.82M	Dec 31, 2023	Class A Common Stock	9.82M		I	F5, F6, F7
transaction	SATS	Class B Common Stock	Award		+31.4M			31.4M	Dec 31, 2023	Class A Common Stock	31.4M		I	F6, F7, F8
transaction	SATS	Class B Common Stock	Award		+20M	+227.27%		28.8M	Dec 31, 2023	Class A Common Stock	20M		I	F6, F7, F9
transaction	SATS	Class B Common Stock	Award		+22.4M	+174.75%		35.2M	Dec 31, 2023	Class A Common Stock	22.4M		I	F4, F6, F7
holding	SATS	Class B Common Stock						5.18M	Dec 31, 2023	Class A Common Stock	5.18M		I	F6, F10
holding	SATS	Class B Common Stock						14.5M	Dec 31, 2023	Class A Common Stock	14.5M		I	F6, F11
holding	SATS	Class B Common Stock						2.69M	Dec 31, 2023	Class A Common Stock	2.69M		I	F6, F12
holding	SATS	Class B Common Stock						3.69M	Dec 31, 2023	Class A Common Stock	3.69M		I	F6, F13

* 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 reporting persons disclaim beneficial ownership of these 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.
F3	These 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.
F4	These shares are held by Telluray Holdings, LLC ("Telluray"). Mrs. Ergen has sole voting power over the shares held by Telluray and Mr. Ergen and Mrs. Ergen share dispositive power over the shares held by Telluray. 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.
F5	On May 12, 2023, Mr. Charles W. Ergen established the Ergen Two-Year May 2023 DISH GRAT (the "2023 May DISH GRAT") and contributed a total of 26,000,000 shares of DISH Class A Common Stock and 28,000,000 shares of Class B Common Stock, par value $0.01 per share of DISH ("DISH Class B Common Stock") to such trust. In connection with the Merger, such shares converted into the right to receive 9,122,802 shares of Issuer Class A Common Stock and 9,824,556 shares of Issuer Class B Common Stock, respectively. The 2023 May DISH GRAT is scheduled to expire in accordance with its terms on May 12, 2025. Mrs. Cantey M. Ergen serves as the trustee of the 2023 May DISH GRAT.
F6	The holder of Class B shares 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.
F7	Received in exchange for shares of DISH Class B Common Stock in connection with the Merger. At the Effective Time, each outstanding share of DISH Class B Common Stock was converted into the right to receive a number of shares of Issuer Class B Common Stock equal to the Exchange Ratio.
F8	On June 26, 2023, Mr. Ergen established the Ergen Two-Year June 2023 DISH GRAT (the "2023 June DISH GRAT") and contributed a total of 89,500,000 shares of DISH Class B Common Stock to such trust. In connection with the Merger, such shares converted into the right to receive 31,403,491 shares of Issuer Class B Common Stock. The 2023 June DISH GRAT is scheduled to expire in accordance with its terms on June 26, 2025. Mrs. Cantey M. Ergen serves as the trustee of the 2023 June DISH GRAT.
F9	On December 22, 2023, Mr. Ergen established the Ergen Two-Year December 2023 SATS GRAT (the "2023 December GRAT") and contributed a total of 8,800,000 Issuer Class B shares and 57,000,000 shares of DISH Class B Common Stock to such trust. In connection with the Merger, such DISH shares converted into the right to receive 19,999,989 shares of Issuer Class B Common Stock. The 2023 December GRAT is scheduled to expire in accordance with its terms on December 22, 2025. Mrs. Cantey M. Ergen serves as the trustee of the 2023 December GRAT.
F10	On December 21, 2022, Mr. Ergen established the Ergen Two-Year December 2022 SATS GRAT (the "2022 December GRAT") and contributed a total of 13,900,000 Issuer Class B shares to such trust. The 2022 December GRAT currently holds 5,181,574 Class B shares and is scheduled to expire in accordance with its terms on December 21, 2024. Mrs. Cantey M. Ergen serves as the trustee of the 2022 December GRAT.
F11	On June 23, 2023, Mr. Ergen established the Ergen Two-Year June 2023 SATS GRAT (the "2023 June GRAT") and contributed a total of 14,500,000 Issuer Class B shares to such trust. The 2023 June GRAT is scheduled to expire in accordance with its terms on June 23, 2025. Mrs. Cantey M. Ergen serves as the trustee of the 2023 June GRAT.
F12	On June 23, 2022, Mr. Ergen established the Ergen Two-Year June 2022 SATS GRAT (the "2022 June GRAT") and contributed a total of 7,000,000 Issuer Class B shares to such trust. The 2022 June GRAT currently holds 2,687,900 Class B shares. The 2022 June GRAT is scheduled to expire in accordance with its terms on June 23, 2024. Mrs. Cantey M. Ergen serves as the trustee of the 2022 June GRAT.
F13	On March 31, 2022, Mr. Ergen established the Ergen Two-Year March 2022 SATS GRAT (the "2022 March GRAT") and contributed a total of 9,900,000 Issuer Class B shares to such trust. The 2022 March GRAT currently holds 3,693,428 Class B shares and is scheduled to expire in accordance with its terms on March 31, 2024. Mrs. Cantey M. Ergen serves as the trustee of the 2022 March GRAT.