Charles W. Ergen - Dec 31, 2023 Form 4 Insider Report for DISH Network CORP (DISH)

Role
CHAIRMAN, Director, 10%+ Owner
Signature
/s/ Charles W. Ergen, by Timothy A. Messner, Attorney-in-Fact
Stock symbol
DISH
Transactions as of
Dec 31, 2023
Transactions value $
$0
Form type
4
Date filed
1/3/2024, 07:19 PM
Previous filing
Dec 27, 2023
Next filing
Apr 3, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction DISH Class A Common Stock Disposed to Issuer -85.6K -100% 0 Dec 31, 2023 Direct F1, F2
transaction DISH Class A Common Stock Disposed to Issuer -21.6K -100% 0 Dec 31, 2023 I F1, F2, F3

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 Class B Common Stock Disposed to Issuer -145K -100% 0 Dec 31, 2023 Class A Common Stock 145K Direct F1, F2, F4
transaction DISH Employee Stock Option (Right to Buy) Disposed to Issuer -60K -100% 0 Dec 31, 2023 Class A Common Stock 60K $57.93 Direct F1, F2, F5
transaction DISH Employee Stock Option (Right to Buy) Disposed to Issuer -12.5M -100% 0 Dec 31, 2023 Class A Common Stock 12.5M $27.71 Direct F1, F2, F6
transaction DISH Restricted Stock Units Disposed to Issuer -1.18K -100% 0 Dec 31, 2023 Class A Common Stock 1.18K Direct F1, F2, F7, F8
transaction DISH Employee Stock Option (Right to Buy) Disposed to Issuer -100K -100% 0 Dec 31, 2023 Class A Common Stock 100K $35.42 Direct F1, F2, F9
transaction DISH Employee Stock Option (Right to Buy) Disposed to Issuer -50K -100% 0 Dec 31, 2023 Class A Common Stock 50K $35.42 Direct F1, F2, F10
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Pursuant to the Amended and Restated Agreement and Plan of Merger, dated as of October 2, 2023 ("Merger Agreement"), by and between the Issuer, EchoStar Corporation, a Nevada corporation ("EchoStar") and EAV Corp., a Nevada corporation and a wholly owned direct subsidiary of EchoStar ("Merger Sub"), on December 31, 2023, Merger Sub merged with and into the Issuer with the Issuer surviving the merger as a wholly owned subsidiary of EchoStar (the "Merger").
F2 Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of Class A Common Stock, par value $0.01 per share, of the Issuer ("Issuer Class A Common Stock") and Class B Common Stock, par value $0.01 per share, of the Issuer ("Issuer Class B Common Stock") held by the Reporting Person was converted into the right to receive 0.350877 shares of Class A Common Stock, par value $0.001 per share, of EchoStar ("EchoStar Class A Common Stock") or Class B Common Stock, par value $0.001 per share, of EchoStar ("EchoStar Class B Common Stock"), as applicable.
F3 Held by Mr. Ergen in a 401(k) account.
F4 The holder of the Class B shares may elect to convert any or all of its Class B shares into an equal number of Class A shares at any time for no additional consideration.
F5 The grant was subject to achievement of certain performance criteria prior to December 31, 2020 and will vest based on achievement of such criteria. The performance criteria are not tied to the market price of the Issuer's securities. Pursuant to the Merger Agreement, at the Effective Time, each option to purchase Issuer Class A Common Stock held by the Reporting Person was converted into a corresponding award with respect to EchoStar Class A Common Stock.
F6 The grant is subject to the achievement of performance vesting goals based on specified stock price targets. For additional information, please refer to the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 filed with the Securities and Exchange Commission on November 6, 2020.
F7 Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of Class A Common Stock of the Issuer, which will be issued to the Reporting Person immediately upon vesting.
F8 The RSUs vest in three equal annual installments, commencing upon January 1, 2022. Pursuant to the Merger Agreement, at the Effective Time, each RSU held by the Reporting Person was converted into a corresponding award with respect to EchoStar Class A Common Stock.
F9 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. Pursuant to the Merger Agreement, at the Effective Time, each option to purchase Issuer Class A Common Stock held by the Reporting Person was converted into a corresponding award with respect to EchoStar Class A Common Stock.
F10 The shares underlying the options vest at the rate of 20% per year, commencing on October 1, 2019. Pursuant to the Merger Agreement, at the Effective Time, each option to purchase Issuer Class A Common Stock held by the Reporting Person was converted into a corresponding award with respect to EchoStar Class A Common Stock.