James Defranco - 31 Dec 2023 Form 4 Insider Report for EchoStar CORP (SATS)

Footnote F1

Received in exchange for shares of Class A Common Stock, par value $.01 par value per share (DISH Class A Common Stock"), of DISH Network Corporation, a Nevada corporation ("DISH") in connection of the Amended and Restated Agreement and Plan of Merger, dated as of October 2, 2023 ("Merger Agreement"), by and between the Issuer, DISH and EAV Corp., a Nevada corporation and a wholly owned direct subsidiary of the Issuer ("Merger Sub"). Pursuant to the Merger Agreement, on December 31, 2023, Merger Sub merged with and into DISH with DISH surviving the merger as a wholly owned subsidiary of the Issuer (the "Merger"). At the effective time of the Merger (the "Effective Time"), each outstanding share of DISH Class A Common Stock was converted into the right to receive a number of Issuer Class A Common Stock equal to 0.350877 (the "Exchange Ratio").

Footnote F2

By 401(k).

Footnote F3

The share are held by the reporting person as a general partner of a limited partnership.

Footnote F4

The shares are held by the reporting person in an irrevocable trust for the benefit of his children and grandchildren. The reporting person disclaims beneficial ownership of the shares

Footnote F5

The shares are held by the reporting person as the manager of a limited liability corporation ("LLC"). As manager of the LLC, the reporting person has sole voting and dispositive power over the shares. The reporting person disclaims beneficial ownership of the shares.

Footnote F6

The shares are held by the reporting person as a general partner of a different limited partnership.

Footnote F7

The shares are held by the reporting person as the manager of a different limited liability company ("LLC II"). As manager of the LLC II, the reporting person has sole voting and dispositive power over the shares. The reporting person disclaims beneficial ownership of the shares.

Footnote F8

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.

Footnote F9

Received in exchange for an employee stock option to acquire shares of DISH Class A Common Stock in connection of the Merger Agreement. At the Effective Time, each stock option held by the reporting person was converted into an Issuer stock option on substantially the same terms and conditions, with respect to a number of shares of Issuer Class A Common Stock equal to (i) the number of shares of DISH Class A Common Stock subject to the corresponding DISH stock option immediately prior to the Effective Time, multiplied by the Exchange Ratio, at an exercise price equal to the exercise price of the corresponding DISH stock option immediately prior to the Effective Time divided by the Exchange Ratio.

Footnote F10

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 F11

Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of Issuer Class A Common Stock, which will be issued to the reporting person immediately upon vesting.

Footnote F12

The RSUs vest in three equal annual installments, commencing upon January 1, 2022.

Footnote F13

Received in exchange for restricted stock units representing a contingent right to receive DISH Class A Common Stock in connection with the Merger. At the Effective Time, each restricted stock unit held by the reporting person was converted into an Issuer RSU on substantially the same terms and conditions, with respect to a number of shares of Issuer Class A Common Stock equal to (i) the number of shares of DISH Class A Common Stock subject to the corresponding DISH restricted stock unit award immediately prior to the Effective Time, multiplied by (ii) the Exchange Ratio.

Footnote F14

Represents shares withheld to cover certain tax obligations in connection with vested Restricted Stock Units Listed in Table II.