4//SEC Filing
DEFRANCO JAMES 4
Accession 0001415889-24-000456
CIK 0001001082other
Filed
Jan 2, 7:00 PM ET
Accepted
Jan 3, 8:00 PM ET
Size
23.9 KB
Accession
0001415889-24-000456
Insider Transaction Report
Form 4
DEFRANCO JAMES
DirectorExecutive Vice President
Transactions
- Disposition to Issuer
Class A Common Stock
2023-12-31−2,324,412→ 0 total(indirect: I) - Disposition to Issuer
Class A Common Stock
2023-12-31−304,707→ 0 total - Disposition to Issuer
Class A Common Stock
2023-12-31−1,706,888→ 0 total(indirect: I) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2023-12-31−60,000→ 0 totalExercise: $57.93Exp: 2027-01-01→ Class A Common Stock (60,000 underlying) - Disposition to Issuer
Class A Common Stock
2023-12-31−131,469→ 0 total(indirect: I) - Disposition to Issuer
Class A Common Stock
2023-12-31−55,185→ 0 total(indirect: I) - Disposition to Issuer
Class A Common Stock
2023-12-31−5,367,658→ 0 total(indirect: I) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2023-12-31−100,000→ 0 totalExercise: $35.42Exp: 2028-10-01→ Class A Common Stock (100,000 underlying) - Disposition to Issuer
Class A Common Stock
2023-12-31−3,050,000→ 0 total(indirect: I) - Disposition to Issuer
Restricted Stock Units
2023-12-31−157→ 157 totalExp: 2024-01-01→ Class A Common Stock (157 underlying)
Footnotes (11)
- [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"). 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").
- [F10]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.
- [F11]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]By 401(k).
- [F3]The shares are held by the reporting person as a general partner of a limited partnership.
- [F4]The shares are held by the reporting person in an irrevocable trust for the benefit of the reporting person's children and grandchildren. The reporting person disclaims beneficial ownership of the shares.
- [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.
- [F6]The shares are held by the reporting person as a general partner of a different limited partnership.
- [F7]These 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.
- [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. 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]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.
Documents
Issuer
DISH Network CORP
CIK 0001001082
Entity typeother
Related Parties
1- filerCIK 0001090537
Filing Metadata
- Form type
- 4
- Filed
- Jan 2, 7:00 PM ET
- Accepted
- Jan 3, 8:00 PM ET
- Size
- 23.9 KB