4//SEC Filing
ERGEN THREE YEAR 2017 SATS GRAT 4
Accession 0001708529-18-000002
CIK 0001415404other
Filed
May 31, 8:00 PM ET
Accepted
Jun 1, 4:46 PM ET
Size
14.0 KB
Accession
0001708529-18-000002
Insider Transaction Report
Form 4
EchoStar CORPSATS
ERGEN THREE YEAR 2017 SATS GRAT
10% Owner
Transactions
- Gift
Class B Common Stock
2018-05-30−2,709,042→ 4,890,958 total→ Class A Common Stock (2,709,042 underlying)
Holdings
- 8,000,000
Class B Common Stock
→ Class A Common Stock (8,000,000 underlying) - 4,969,546
Class B Common Stock
→ Class A Common Stock (4,969,546 underlying)
ERGEN TWO YEAR 2017 SATS GRAT
10% Owner
Transactions
- Gift
Class B Common Stock
2018-05-30−2,709,042→ 4,890,958 total→ Class A Common Stock (2,709,042 underlying)
Holdings
- 4,969,546
Class B Common Stock
→ Class A Common Stock (4,969,546 underlying) - 8,000,000
Class B Common Stock
→ Class A Common Stock (8,000,000 underlying)
Ergen Three Year 2015 SATS GRAT
10% Owner
Transactions
- Gift
Class B Common Stock
2018-05-30−2,709,042→ 4,890,958 total→ Class A Common Stock (2,709,042 underlying)
Holdings
- 8,000,000
Class B Common Stock
→ Class A Common Stock (8,000,000 underlying) - 4,969,546
Class B Common Stock
→ Class A Common Stock (4,969,546 underlying)
Footnotes (8)
- [F1]On May 30, 2017, Charles W. Ergen established a Grantor Retained Annuity Trust ("GRAT"), the Ergen Three-Year 2017 SATS GRAT (the "2017 May GRAT"), and contributed a total of 7,600,000 Class B shares to the 2017 May GRAT. The 2017 May GRAT 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.
- [F2]Pursuant to the terms of the 2017 May GRAT, 2,709,042 Class B shares were distributed as an annuity to Mr. Ergen on May 30, 2018, with the 2017 May GRAT retaining 4,890,958 Class B shares. The 2017 May GRAT is scheduled to expire in accordance with its terms on May 30, 2020.
- [F3]There is no formal agreement to vote or dispose of the shares owned by each GRAT in a particular manner, except that the trust agreement for each GRAT contains an irrevocable provision that provides that the trustee will not dispose of any shares of the issuer held by the GRAT unless a Change of Control Event (as defined in Item 6 of the GRATs' Schedule 13D/A filed on December 1, 2017) occurs. The dispositive and voting power of the shares held by each of the GRATs is independent of each other.
- [F4]These securities are owned directly by the 2017 May GRAT.
- [F5]On November 30, 2017, Mr. Ergen established the Ergen Two-Year 2017 SATS GRAT (the "2017 November GRAT"), and contributed 8,000,000 Class B shares to the 2017 November GRAT. The 2017 November GRAT 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.
- [F6]These securities are owned directly by the 2017 November GRAT.
- [F7]On November 30, 2015, Mr. Ergen established the Ergen Three-Year 2015 SATS GRAT (the "2015 GRAT") and contributed a total of 9,000,000 Class B shares to such trust. The 2015 GRAT 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.
- [F8]These securities are owned directly by the 2015 GRAT.
Documents
Issuer
EchoStar CORP
CIK 0001415404
Entity typeother
Related Parties
1- filerCIK 0001708529
Filing Metadata
- Form type
- 4
- Filed
- May 31, 8:00 PM ET
- Accepted
- Jun 1, 4:46 PM ET
- Size
- 14.0 KB