4//SEC Filing
Messner Timothy A. 4
Accession 0001415889-24-000428
CIK 0001001082other
Filed
Jan 2, 7:00 PM ET
Accepted
Jan 3, 7:43 PM ET
Size
27.3 KB
Accession
0001415889-24-000428
Insider Transaction Report
Form 4
Messner Timothy A.
EVP & General Counsel
Transactions
- Disposition to Issuer
Employee Stock Option (Right to Buy)
2023-12-31−15,000→ 0 totalExercise: $57.93Exp: 2027-01-01→ Class A Common Stock (15,000 underlying) - Disposition to Issuer
Class A Common Stock
2023-12-31−2,373→ 0 total - Disposition to Issuer
Employee Stock Option (Right to Buy)
2023-12-31−27,329→ 0 totalExercise: $20.00Exp: 2032-07-22→ Class A Common Stock (27,329 underlying) - Disposition to Issuer
Restricted Stock Units
2023-12-31−417→ 0 totalExp: 2024-01-01→ Class A Common Stock (417 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2023-12-31−36,000→ 0 totalExercise: $20.00Exp: 2032-07-22→ Class A Common Stock (36,000 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2023-12-31−40,000→ 0 totalExercise: $20.00Exp: 2032-07-22→ Class A Common Stock (40,000 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2023-12-31−15,000→ 0 totalExercise: $62.76Exp: 2027-01-01→ Class A Common Stock (15,000 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2023-12-31−179,171→ 0 totalExercise: $20.00Exp: 2032-07-22→ Class A Common Stock (179,171 underlying) - Disposition to Issuer
Class A Common Stock
2023-12-31−1,993→ 0 total(indirect: I) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2023-12-31−26,250→ 0 totalExercise: $47.75Exp: 2027-01-01→ Class A Common Stock (26,250 underlying)
Footnotes (10)
- [F1]Includes shares acquired under the Company's Employee Stock Purchase Plan.
- [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.
- [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.
Documents
Issuer
DISH Network CORP
CIK 0001001082
Entity typeother
Related Parties
1- filerCIK 0001722081
Filing Metadata
- Form type
- 4
- Filed
- Jan 2, 7:00 PM ET
- Accepted
- Jan 3, 7:43 PM ET
- Size
- 27.3 KB