4//SEC Filing
Ergen Two-Year May 2023 DISH GRAT 4
Accession 0001415889-24-000420
CIK 0001001082other
Filed
Jan 2, 7:00 PM ET
Accepted
Jan 3, 7:40 PM ET
Size
9.2 KB
Accession
0001415889-24-000420
Insider Transaction Report
Form 4
Ergen Two-Year May 2023 DISH GRAT
10% Owner
Transactions
- Disposition to Issuer
Class A Common Stock
2023-12-31−26,000,000→ 0 total - Disposition to Issuer
Class B Common Stock
2023-12-31−28,000,000→ 0 total→ Class A Common Stock (28,000,000 underlying)
Footnotes (4)
- [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]On May 12, 2023, Charles W. Ergen established the Ergen Two-Year May 2023 DISH GRAT (the "2023 May GRAT") and contributed a total of 26,000,000 Class A shares and 28,000,000 Class B shares to such GRAT. The 2023 May GRAT is scheduled to expire in accordance with its terms on May 12, 2025. Mrs. Cantey M. Ergen serves as the trustee of such GRAT.
- [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.
Documents
Issuer
DISH Network CORP
CIK 0001001082
Entity typeother
IncorporatedCO
Related Parties
1- filerCIK 0001977990
Filing Metadata
- Form type
- 4
- Filed
- Jan 2, 7:00 PM ET
- Accepted
- Jan 3, 7:40 PM ET
- Size
- 9.2 KB