Timothy A. Messner - Dec 31, 2023 Form 4 Insider Report for DISH Network CORP (DISH)

Role
EVP, GEN. COUNSEL & SEC
Signature
/s/ Timothy A. Messner
Stock symbol
DISH
Transactions as of
Dec 31, 2023
Transactions value $
$0
Form type
4
Date filed
1/3/2024, 07:43 PM
Previous filing
Jun 16, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction DISH Class A Common Stock Disposed to Issuer -2.37K -100% 0 Dec 31, 2023 Direct F1, F2
transaction DISH Class A Common Stock Disposed to Issuer -1.99K -100% 0 Dec 31, 2023 I 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 Employee Stock Option (Right to Buy) Disposed to Issuer -179K -100% 0 Dec 31, 2023 Class A Common Stock 179K $20.00 Direct F2, F4
transaction DISH Employee Stock Option (Right to Buy) Disposed to Issuer -36K -100% 0 Dec 31, 2023 Class A Common Stock 36K $20.00 Direct F2, F5
transaction DISH Employee Stock Option (Right to Buy) Disposed to Issuer -27.3K -100% 0 Dec 31, 2023 Class A Common Stock 27.3K $20.00 Direct F2, F6
transaction DISH Employee Stock Option (Right to Buy) Disposed to Issuer -40K -100% 0 Dec 31, 2023 Class A Common Stock 40K $20.00 Direct F2, F7
transaction DISH Employee Stock Option (Right to Buy) Disposed to Issuer -15K -100% 0 Dec 31, 2023 Class A Common Stock 15K $57.93 Direct F2, F8
transaction DISH Employee Stock Option (Right to Buy) Disposed to Issuer -15K -100% 0 Dec 31, 2023 Class A Common Stock 15K $62.76 Direct F2, F8
transaction DISH Employee Stock Option (Right to Buy) Disposed to Issuer -26.3K -100% 0 Dec 31, 2023 Class A Common Stock 26.3K $47.75 Direct F2, F8
transaction DISH Restricted Stock Units Disposed to Issuer -417 -100% 0 Dec 31, 2023 Class A Common Stock 417 Direct F2, F9, F10
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Timothy A. Messner is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Includes shares acquired under the Company's Employee Stock Purchase Plan.
F2 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"). 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") 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").
F3 By 401(K).
F4 40% of the shares underlying these options vested 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. 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.
F5 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. 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 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.
F7 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. 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.
F8 The grant was 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.
F9 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.
F10 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.