Gary Schanman - Dec 31, 2023 Form 4 Insider Report for EchoStar CORP (SATS)

Role
ExcVP/Grp Pres,Video Services
Signature
/s/ Gary Schanman, 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, 07:07 PM
Next filing
Apr 3, 2024

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 (Right to Buy) Award +9.55K 9.55K Dec 31, 2023 Class A Common Stock 9.55K $52.36 Direct F1, F2, F3
transaction SATS Employee Stock Option (Right to Buy) Award +3.51K 3.51K Dec 31, 2023 Class A Common Stock 3.51K $18.79 Direct F2, F3, F4
transaction SATS Employee Stock Option (Right to Buy) Award +7.02K 7.02K Dec 31, 2023 Class A Common Stock 7.02K $52.36 Direct F2, F3, F5
transaction SATS Employee Stock Option (Right to Buy) Award +18.5K 18.5K Dec 31, 2023 Class A Common Stock 18.5K $52.36 Direct F1, F2, F3
transaction SATS Employee Stock Option (Right to Buy) Award +7.02K 7.02K Dec 31, 2023 Class A Common Stock 7.02K $52.36 Direct F2, F3, F5
transaction SATS Employee Stock Option (Right to Buy) Award +14K 14K Dec 31, 2023 Class A Common Stock 14K $18.79 Direct F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The shares underlying these options vest 20% per year on each of July 1, 2023, July 1, 2024, July 1, 2025, July 1, 2026 and July 1, 2027.
F2 Received in exchange for a an employee stock option to acquire shares of DISH Class A Common Stock 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").
F3 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 (ii) 0.350877 (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 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.
F5 The grant is subject to achievement of certain performance criteria prior to December 31, 2026 and will vest based on achievement of such criteria. The performance criteria are not tied to the market price of the Issuer's securities.