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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Class B Common Stock | (6) | 11/30/2015 | G(7) | V | 8,602,416 | (6) | (6) | Class A Common Stock | 8,602,416 | (6) | 1,092,089 | I | I (7) | ||
Class B Common Stock | (6) | 11/30/2015 | G(7) | V | 1,092,089 | (6) | (6) | Class A Common Stock | 1,092,089 | (6) | 166,661,851 | D | |||
Class B Common Stock | (6) | 11/30/2015 | G(8) | V | 32,000,000 | (6) | (6) | Class A Common Stock | 32,000,000 | (6) | 134,661,851 | D | |||
Class B Common Stock | (6) | 11/30/2015 | G(8) | V | 32,000,000 | (6) | (6) | Class A Common Stock | 32,000,000 | (6) | 32,000,000 | I | I (8) | ||
Employee Stock Option (Right to Buy) | $ 6.32 | 11/30/2015 | M | 495,000 | (9) | 03/31/2017 | Class A Common Stock | 495,000 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ERGEN CHARLES W 9601 S. MERIDIAN BLVD. ENGLEWOOD, CO 80112 |
X | X | Chairman | |
ERGEN CANTEY 9601 S. MERIDIAN BLVD. ENGLEWOOD, CO 80112 |
X | X |
Charles W. Ergen, by Brandon Ehrhart, his Attorney in Fact | 12/02/2015 | |
**Signature of Reporting Person | Date | |
Cantey M. Ergen, by Brandon Ehrhart, her Attorney in Fact | 12/02/2015 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | The shares are held by a custodian for the reporting person's children. The reporting person disclaims beneficial ownership of the shares, except to the extent of their pecuniary interest therein. |
(2) | Held by Mrs. Cantey M. Ergen. |
(3) | Held by Mr. Charles W. Ergen in a 401(k) account. |
(4) | Held by Mrs. Cantey M. Ergen in a 401(k) account. |
(5) | The shares are held by a charitable foundation. The reporting person is an officer of the charitable foundation and has both investment control and voting power for the foundation. The reporting person disclaims beneficial ownership of the shares, except to the extent of their pecuniary interest therein. |
(6) | The holder of the shares of Class B stock 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. |
(7) | Pursuant to the terms of the Ergen Five-Year 2010 DISH GRAT, 1,092,089 shares were distributed as an annuity to Mr. Ergen on November 30, 2015, with the remaining 8,602,416 shares distributed to trusts for the reporting persons' family members. Following these distributions, the Ergen Five-Year 2010 DISH GRAT expired pursuant to its terms. |
(8) | On November 30, 2015, the reporting person established a GRAT and contributed 32,000,000 Class B shares, resulting in the transfer of a total of 32,000,000 Class B shares. |
(9) | The grant was subject to achievement of certain performance criteria prior to December 31, 2015 and vested based on achievement of such criteria. The performance criteria are not tied to the market price of the Issuer's securities. |