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, 07:27 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 -11K -100% 0 Dec 31, 2023 I F1, F2, F3
transaction DISH Class A Common Stock Disposed to Issuer -2.17M -100% 0 Dec 31, 2023 I F1, F2, F4
transaction DISH Class A Common Stock Disposed to Issuer -6.7M -100% 0 Dec 31, 2023 I F1, F2, F5
transaction DISH Class A Common Stock Disposed to Issuer -26M -100% 0 Dec 31, 2023 I F1, F2, F6

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 -63.8M -100% 0 Dec 31, 2023 Class A Common Stock 63.8M I F1, F2, F5, F7
transaction DISH Class B Common Stock Disposed to Issuer -28M -100% 0 Dec 31, 2023 Class A Common Stock 28M I F1, F2, F6, F7
transaction DISH Class B Common Stock Disposed to Issuer -89.5M -100% 0 Dec 31, 2023 Class A Common Stock 89.5M I F1, F2, F7, F8
transaction DISH Class B Common Stock Disposed to Issuer -57M -100% 0 Dec 31, 2023 Class A Common Stock 57M I F1, F2, F7, F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Charles W. Ergen is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

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 Immediately prior to the Effective Time, the shares were owned beneficially by the reporting persons' child. The reporting persons disclaim beneficial ownership of the shares, except to the extent of their pecuniary interest therein.
F4 Immediately prior to the Effective Time, the shares were held by a charitable foundation. The reporting persons are officers of the charitable foundation and share voting and dispositive power for the foundation. The reporting persons disclaim beneficial ownership of the shares, except to the extent of their pecuniary interest therein.
F5 Immediately prior to the Effective Time, the shares were held by Telluray Holdings, LLC ("Telluray Holdings"). Mr. Ergen and Mrs. Ergen are the managers of Telluray Holdings, LLC. Mrs. Ergen, as a manager of Telluray Holdings, LLC, has sole voting power over the Class A shares and Class B shares held by Telluray Holdings, LLC, and Mr. Ergen and Mrs. Ergen, as the managers of Telluray Holdings, LLC, share dispositive power over the Class A shares and Class B shares held by Telluray Holdings, LLC. The reporting persons disclaim beneficial ownership of the shares, except to the extent of their pecuniary interest therein.
F6 Immediately prior to the Effective Time, the Ergen Two-Year May 2023 DISH GRAT held 26,000,000 Class A shares and 28,000,000 Class B shares and is scheduled to expire in accordance with its terms on May 12, 2025. Mrs. Ergen serves as the trustee of such GRAT.
F7 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.
F8 Immediately prior to the Effective Time, the Ergen Two-Year June 2023 DISH GRAT held 89,500,000 Class B shares and is scheduled to expire in accordance with its terms on June 26, 2025. Mrs. Ergen serves as the trustee of such GRAT.
F9 Immediately prior to the Effective Time, the Ergen Two-Year December 2023 SATS GRAT held 57,000,000 Class B shares and is scheduled to expire in accordance with its terms on December 22, 2025. Mrs. Ergen serves as the trustee of such GRAT.