Thomas A. Cullen - Jul 22, 2022 Form 4 Insider Report for DISH Network CORP (DISH)

Role
EVP, CORPORATE DEVELOPMENT
Signature
/s/ Thomas A Cullen, 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, 06:38 PM
Previous filing
Jan 4, 2022
Next filing
Jan 3, 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 $47.75 Direct F1, F2
transaction DISH Employee Stock Option (Right To Buy) Disposed to Issuer $0 -150K -100% $0.00* 0 Jul 22, 2022 Class A Common Stock 150K $35.42 Direct F1, F3
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 $34.63 Direct F1, F4
transaction DISH Employee Stock Option (Right To Buy) Award $0 +210K $0.00 210K Jul 22, 2022 Class A Common Stock 210K $20.00 Direct F1, F5
transaction DISH Employee Stock Option (Right To Buy) Award $0 +140K $0.00 140K Jul 22, 2022 Class A Common Stock 140K $20.00 Direct F1, F6
transaction DISH Employee Stock Option (Right To Buy) Disposed to Issuer $0 -50K -100% $0.00* 0 Jul 22, 2022 Class A Common Stock 50K $35.42 Direct F1, F7
transaction DISH Employee Stock Option (Right To Buy) Award $0 +36.3K $0.00 36.3K Jul 22, 2022 Class A Common Stock 36.3K $20.00 Direct F1, F8
transaction DISH Employee Stock Option (Right To Buy) Award $0 +13.7K $0.00 13.7K Jul 22, 2022 Class A Common Stock 13.7K $20.00 Direct F1, F7
* 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 upon January 1, 2019.
F3 The shares underlying the options were scheduled to vest at the rate of 20% per year, commencing upon October 1, 2019.
F4 The shares underlying the options were scheduled to vest at the rate of 20% per year, commencing upon July 1, 2021.
F5 Pursuant to the Exchange, the Reporting Person exchanged the following vested options granted on January 1, 2018 (80,000 options), October 1, 2018 (90,000 options) and July 1, 2020 (40,000 options) for a total exchange of 210,000 vested options. 40% of the shares underlying these options vest immediately upon the grant date. The remaining 60% of the shares underlying these options vest 20% per year on each of July 1, 2023, July 1, 2024 and July 1, 2025.
F6 Pursuant to the Exchange, the Reporting Person exchanged the following unvested options granted on January 1, 2018 (20,000 options), October 1, 2018 (60,000 options) and July 1, 2020 (60,000 options) for a total exchange of 140,000 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.
F7 The grant is subject to achievement of certain performance criteria prior to December 31, 2023 and will vest based on achievement of such criteria. The performance criteria are not tied to the market price of the Issuer's securities.
F8 Pursuant to the Exchange, the Reporting Person exchanged the following vested options granted on October 1, 2018 (36,336 options) for a total exchange of 36,336 vested options. 40% of the shares underlying these options vest immediately upon the grant date. The remaining 60% of the shares underlying these options vest 20% per year on each of July 1, 2023, July 1, 2024 and July 1, 2025.