Narayan Iyengar - Jul 22, 2022 Form 4 Insider Report for DISH Network CORP (DISH)

Role
EVP & CHIEF OPERATING OFFICER
Signature
/s/ Narayan Iyengar by Brandon Ehrhart, Attorney-in-Fact
Stock symbol
DISH
Transactions as of
Jul 22, 2022
Transactions value $
$0
Form type
4
Date filed
7/26/2022, 06:26 PM
Previous filing
Jun 13, 2022
Next filing
Jun 12, 2023

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 DISH Employee Stock Option (Right to Buy) Disposed to Issuer $0 -100K -100% $0.00* 0 Jul 22, 2022 Class A Common Stock 100K $32.20 Direct F1, F2
transaction DISH Employee Stock Option (Right to Buy) Award $0 +100K $0.00 100K Jul 22, 2022 Class A Common Stock 100K $20.00 Direct F1, F3
transaction DISH Employee Stock Option (Right to Buy) Disposed to Issuer $0 -40K -100% $0.00* 0 Jul 22, 2022 Class A Common Stock 40K $32.20 Direct F1, F4
transaction DISH Employee Stock Option (Right to Buy) Award $0 +40K $0.00 40K Jul 22, 2022 Class A Common Stock 40K $20.00 Direct F1, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The transactions reported herein reflect the exchange of "underwater" options to acquire shares of the Issuer's Class A Common Stock pursuant to the terms and conditions set forth in the Issuer's Offer to Exchange Eligible Stock Options dated June 24, 2022, which expired on July 22, 2022 (the "Exchange"). Effective July 22, 2022, the Issuer cancelled the options the Reporting Person elected to exchange and granted to the Reporting Person an identical number of options with, among other new terms, a new exercise price and an extended vesting schedule for options that are not subject to achievement of certain performance criteria. The new exercise price is $20, which is higher than the closing price per share of the Issuer's Class A Common Stock on the Nasdaq Global Select Market of $18.70 on July 22, 2022.
F2 The shares underlying the options were scheduled to vest at the rate of 20% per year, commencing on April 1, 2023.
F3 Pursuant to the Exchange, the Reporting Person exchanged the following unvested options granted on April 1, 2022 (100,000 options) for a total exchange of 100,000 unvested options. 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.
F4 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.