Telluray Holdings, LLC - Dec 31, 2023 Form 4 Insider Report for DISH Network CORP (DISH)

Role
10%+ Owner
Signature
/s/ Cantey M. Ergen, Manager of Telluray Holdings, LLC, 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, 07:50 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction DISH Class A Common Stock Disposed to Issuer -6.7M -100% 0 Dec 31, 2023 Direct 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 -63.8M -100% 0 Dec 31, 2023 Class A Common Stock 63.8M Direct F1, F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Telluray Holdings, LLC 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 Mr. Charles W. Ergen and his spouse, Mrs. Cantey M. Ergen, serve as managers of Telluray Holdings, LLC ("Telluray Holdings"). Mrs. Ergen, as a manager of Telluray Holdings, has sole voting power over the shares of Class A Common Stock and Class B Common Stock held by Telluray Holdings and Mr. Ergen and Mrs. Ergen, as the managers of Telluray Holdings, share dispositive power over the shares of Class A Common Stock and Class B Common Sock held by Telluray Holdings.
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.