Michael Kelly - Dec 31, 2023 Form 4 Insider Report for EchoStar CORP (SATS)

Role
ExcVP/Grp Pres,Retail Wireless
Signature
/s/ Michael Kelly, by Dean Manson Attorney-in-Fact
Stock symbol
SATS
Transactions as of
Dec 31, 2023
Transactions value $
$0
Form type
4
Date filed
1/3/2024, 07:04 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SATS Class A Common Stock Award +53.4K 53.4K Dec 31, 2023 Direct F1

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 Employee Stock Option (Option to Buy) Award +26.6K 26.6K Dec 31, 2023 Class A Common Stock 26.6K $18.79 Direct F2, F3
transaction SATS Employee Stock Option (Option to Buy) Award +149K 149K Dec 31, 2023 Class A Common Stock 149K $18.79 Direct F2, F3
* 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 $0.01 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 these options vest 20% per year on each of July 1, 2024, July 1, 2025, July 1, 2026, July 1, 2027 and July 1, 2028.
F3 Received in exchange for an employee stock option to acquire shares of DISH Class A Common Stock in connection of the Merger Agreement. 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.