SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Ergen Four-Year 2010 SATS GRAT

(Last) (First) (Middle)
400 INVERNESS PARKWAY
SUITE 250

(Street)
ENGLEWOOD CO 80112

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
EchoStar CORP [ SATS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) X Other (specify below)
Joint Filing Group
3. Date of Earliest Transaction (Month/Day/Year)
12/01/2014
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock (1) 12/01/2014 G(2) V 1,389,373 (1) (1) Class A Common Stock 1,389,373 (1) 0 D(3)(4)
Class B Common Stock (1) 12/01/2014 G(5) V 232,156 (1) (1) Class A Common Stock 232,156 (1) 1,456,698 D(6)(4)
Class B Common Stock (7) (7) (7) Class A Common Stock 10,000,000 10,000,000 D(4)(8)
1. Name and Address of Reporting Person*
Ergen Four-Year 2010 SATS GRAT

(Last) (First) (Middle)
400 INVERNESS PARKWAY
SUITE 250

(Street)
ENGLEWOOD CO 80112

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Ergen Five-Year 2010 SATS GRAT

(Last) (First) (Middle)
400 INVERNESS PARKWAY
SUITE 250

(Street)
ENGLEWOOD CO 80112

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ERGEN THREE YEAR 2014 SATS GRAT

(Last) (First) (Middle)
400 INVERNESS PARKWAY
SUITE 250

(Street)
ENGLEWOOD CO 20876

(City) (State) (Zip)
Explanation of Responses:
1. On November 30, 2010, Charles W. Ergen established four GRATs, contributing 2,500,000 Class B shares to each, resulting in the transfer of a total of 10,000,000 Class B shares. Each 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.
2. Pursuant to the terms of the Ergen Four-Year 2010 SATS GRAT, 317,870 shares were distributed as an annuity to Mr. Ergen on December 1, 2014, and the remaining 1,071,503 shares were distributed to a trust, the beneficiaries of which are members of Mr. Ergen's family. Following this distribution, the Ergen Four-Year 2010 SATS GRAT expired pursuant to its terms.
3. These securities were owned directly by the Ergen Four-Year 2010 SATS GRAT.
4. 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 June 2, 2014) occurs. The dispositive and voting power of the shares held by each of the GRATs is independent of each other, except to the extent that Mr. William R. Gouger is the trustee of each of the GRATs and in that respect is able to control the disposition and voting of the shares of Class B Common Stock owned by each such GRAT.
5. Pursuant to the terms of the Ergen Five-Year 2010 SATS GRAT, 232,156 shares were distributed as an annuity to Mr. Ergen on December 1, 2014, with the Ergen Five-Year 2010 SATS GRAT retaining 1,456,698 shares. The Ergen Five-Year 2010 SATS GRAT expires on November 30, 2015.
6. These securities are owned directly by the Ergen Five-Year 2010 SATS GRAT.
7. On May 30, 2014, Charles W. Ergen established a GRAT and contributed 10,000,000 Class B shares to the GRAT. The 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.
8. These securities are owned directly by the Ergen Three-Year 2014 SATS GRAT.
Remarks:
/s/ William R. Gouger, Trustee of the Ergen Four-Year 2010 SATS GRAT, by Katherine M. Hanna, His Attorney-in-Fact 12/03/2014
/s/ William R. Gouger, Trustee of the Ergen Five-Year 2010 SATS GRAT, by Katherine M. Hanna, His Attorney-in-Fact 12/03/2014
/s/ William R. Gouger, Trustee of the Ergen Three-Year 2014 SATS GRAT, by Katherine M. Hanna, His Attorney-in-Fact 12/03/2014
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.