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
 
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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*
Akhavan Hamid

(Last) (First) (Middle)
100 INVERNESS TERRACE EAST

(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
CEO and President
3. Date of Earliest Transaction (Month/Day/Year)
12/31/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Rule 10b5-1(c) Transaction Indication

  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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
Class A Common Stock 12/31/2023 A 35,087 A (1) 135,087(1) D
Class A Common Stock 12/31/2023 M 150,000 A (2) 285,087 D
Class A Common Stock 12/31/2023 F(7) 57,363 D $16.57 377,724 D
Class A Common Stock 240 I By 401(k)
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
Restricted Stock Units (2) 12/31/2023 M 150,000 (3) (3) Class A Common Stock 150,000 $0 50,000 D
Restricted Stock Units (2) 12/31/2023 D 50,000 (3) (3) Class A Common Stock 50,000 (4) 0 D
Employee Stock Option $16.57 12/31/2023 A 701,754 (5) 12/31/2033 Class A Common Stock 701,754 $0 701,754 D
Restricted Stock Units (2) 01/01/2024 A 263,158 (6) (6) Class A Common Stock 263,158 $0 263,158 D
Explanation of Responses:
1. Received in exchange for 100,000 shares of Class A Common Stock, par value $.01 par value per share ("DISH Class A Common Stock"), of DISH Network Corporation, a Nevada corporation ("DISH") in connection of the Amended and Restated Agreement and Plan of Merger, dated as of October 2, 2023 ("Merger Agreement"), by and between the Issuer, DISH and EAV Corp., a Nevada corporation and a wholly owned direct subsidiary of the Issuer ("Merger Sub"). Pursuant to the Merger Agreement, on December 31, 2023, Merger Sub merged with and into DISH with DISH surviving the merger as a wholly owned subsidiary of the Issuer (the "Merger"). At the effective time of the Merger (the "Effective Time"), each outstanding share of DISH Class A Common Stock was converted into the right to receive a number of Issuer Class A Common Stock equal to 0.350877 (the "Exchange Ratio").
2. Restricted stock units convert into Class A Common Stock on a one-for-one basis.
3. On April 1, 2022, the reporting person was granted 300,000 restricted stock units, vesting in three equal annual installments beginning on April 1, 2023.
4. Pursuant to the Letter Agreement, dated October 2, 2023, by and between the Issuer and the reporting person (the "Letter Agreement"), the reporting person forfeited 50,000 unvested restricted stock units at the Effective Time in consideration for the compensation and benefits provided under the Letter Agreement.
5. The option vests in three equal annual installments beginning on December 31, 2024.
6. The restricted stock units vest on December 31, 2024.
7. Represents shares withheld to cover certain tax obligations in connection with the vested restricted stock units listed in Table II.
/s/ Hamid Akhavan, by Dean Manson, his Attorney-In-Fact 01/03/2024
** 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).
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