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

Reporting relationship: EVP, CORPORATE DEVELOPMENT
Issuer ticker: N/A
Reported as of: 22 Jul 2022
Net transaction value: $0
SEC form: 4
Accepted by SEC: 26 Jul 2022, 18:38:16 UTC
Prior SEC filing: 04 Jan 2022
Next SEC filing: 03 Jan 2023
Source filing: View source filing
Reporting owner signature: /s/ Thomas A Cullen, by Brandon Ehrhart, Attorney-in-Fact

Key filing fact

Thomas A. Cullen filed Form 4 for DISH Network CORP on 26 Jul 2022.

Key facts

This page summarizes Thomas A. Cullen's Form 4 filing for DISH Network CORP.
8 reported transactions and 8 derivative rows are listed below.
Accepted by SEC: 26 Jul 2022, 18:38.

Change

Previous filing in this sequence was filed on 04 Jan 2022.
Current net transaction value: $0.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

DISH transaction Derivative

Employee Stock Option (Right To Buy)

Disposed to Issuer

Transaction value: $0
Shares: -100,000
Change %: -100%
Price: $0.000000^*
Shares after: 0
Date: 22 Jul 2022
Ownership: Direct
Underlying class: Class A Common Stock
Underlying amount: 100,000
Exercise price: $47.75
Footnotes: F1, F2

DISH transaction Derivative

Employee Stock Option (Right To Buy)

Disposed to Issuer

Transaction value: $0
Shares: -150,000
Change %: -100%
Price: $0.000000^*
Shares after: 0
Date: 22 Jul 2022
Ownership: Direct
Underlying class: Class A Common Stock
Underlying amount: 150,000
Exercise price: $35.42
Footnotes: F1, F3

DISH transaction Derivative

Employee Stock Option (Right To Buy)

Disposed to Issuer

Transaction value: $0
Shares: -100,000
Change %: -100%
Price: $0.000000^*
Shares after: 0
Date: 22 Jul 2022
Ownership: Direct
Underlying class: Class A Common Stock
Underlying amount: 100,000
Exercise price: $34.63
Footnotes: F1, F4

DISH transaction Derivative

Employee Stock Option (Right To Buy)

Award

Transaction value: $0
Shares: +210,000
Change %
Price: $0.000000
Shares after: 210,000
Date: 22 Jul 2022
Ownership: Direct
Underlying class: Class A Common Stock
Underlying amount: 210,000
Exercise price: $20.00
Footnotes: F1, F5

DISH transaction Derivative

Employee Stock Option (Right To Buy)

Award

Transaction value: $0
Shares: +140,000
Change %
Price: $0.000000
Shares after: 140,000
Date: 22 Jul 2022
Ownership: Direct
Underlying class: Class A Common Stock
Underlying amount: 140,000
Exercise price: $20.00
Footnotes: F1, F6

DISH transaction Derivative

Employee Stock Option (Right To Buy)

Disposed to Issuer

Transaction value: $0
Shares: -50,000
Change %: -100%
Price: $0.000000^*
Shares after: 0
Date: 22 Jul 2022
Ownership: Direct
Underlying class: Class A Common Stock
Underlying amount: 50,000
Exercise price: $35.42
Footnotes: F1, F7

DISH transaction Derivative

Employee Stock Option (Right To Buy)

Award

Transaction value: $0
Shares: +36,336
Change %
Price: $0.000000
Shares after: 36,336
Date: 22 Jul 2022
Ownership: Direct
Underlying class: Class A Common Stock
Underlying amount: 36,336
Exercise price: $20.00
Footnotes: F1, F8

DISH transaction Derivative

Employee Stock Option (Right To Buy)

Award

Transaction value: $0
Shares: +13,664
Change %
Price: $0.000000
Shares after: 13,664
Date: 22 Jul 2022
Ownership: Direct
Underlying class: Class A Common Stock
Underlying amount: 13,664
Exercise price: $20.00
Footnotes: F1, F7

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 8 footnotes

Footnote 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.

Footnote F2

The shares underlying the options were scheduled to vest at the rate of 20% per year, commencing upon January 1, 2019.

Footnote F3

The shares underlying the options were scheduled to vest at the rate of 20% per year, commencing upon October 1, 2019.

Footnote F4

The shares underlying the options were scheduled to vest at the rate of 20% per year, commencing upon July 1, 2021.

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.