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 CHARLES W

(Last) (First) (Middle)
90 INVERNESS CIRCLE 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 X 10% Owner
X Officer (give title below) Other (specify below)
Chairman and CEO
3. Date of Earliest Transaction (Month/Day/Year)
11/10/2008
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
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 89,730 D
Class A Common Stock 47 I I(1)
Class A Common Stock 5,435 I I(2)
Class A Common Stock 3,704 I I(3)
Class A Common Stock 201 I I(4)
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 (5) 11/10/2008 G(6) V 3,375,812 (5) (5) Class A Common Stock 3,375,812 (5) 1,850,367 I I(6)
Class B Common Stock (5) 11/10/2008 G(6) V 3,375,812 (5) (5) Class A Common Stock 3,375,812 (5) 44,987,642 D
Explanation of Responses:
1. Held by Ms. Cantey Ergen.
2. The shares are held by a custodian for the reporting person's minor children. The reporting person disclaims beneficial ownership of the shares, except to the extent of his pecuniary interest therein.
3. Held by Mr. Charlie Ergen in a 401(k) account.
4. Held by Ms. Cantey Ergen in a 401(k) account.
5. The holder of the shares of Class B stock may elect to convert any or all of their Class B shares into an equal number of Class A shares at any time for no additional consideration.
6. The shares were received in connection with the spin-off of DISH Network Corporation's ("DISH") technology and certain infrastructure assets effective on January 1, 2008 (the "Spin-Off"). Pursuant to the terms of the Ergen Three-Year GRAT, on November 10, 2008 all 1,474,255 shares held by the Ergen Three-Year GRAT were distributed as an annuity to Mr. Ergen, and following the distribution, the Ergen Three-Year GRAT expired in accordance with its terms. Pursuant to the terms of the Ergen-Four Year GRAT, 1,090,733 shares were distributed as an annuity to Mr. Ergen on November 10, 2008, with the Ergen Four-Year GRAT retaining 693,371 shares. The Ergen Four-Year GRAT expires on November 9, 2009. Pursuant to the terms of the Ergen Five-Year GRAT, 810,824 shares were distributed as an annuity to Mr. Ergen on November 10, 2008, with the Ergen Five-Year GRAT retaining 1,156,996 shares. The Ergen Five-Year GRAT expires on November 9, 2010.
Remarks:
/s/ Charles W. Ergen, by Brandon Ehrhart, his Attorney in Fact 11/12/2008
** 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.
  POWER OF ATTORNEY



   Know all by these presents, that the undersigned hereby

constitutes and appoints each of R. Stanton Dodge, Robert F.

 Rehg, Brandon Ehrhart, James Gorman, Eric Lentell, Tobin

Sykes and Tracy Strickland signing singly, the undersigned's

true and lawful attorney-in-fact to:



 (1) execute for and on behalf of the undersigned, in

     the undersigned's capacity as an officer and/or

     director of EchoStar Corporation

     (the "Company"), Forms 3, 4, and 5 in accordance

     with Section 16(a) of the Securities Exchange Act

     of 1934 and the rules thereunder;



 (2) do and perform any and all acts for and on behalf

     of the undersigned which may be necessary or

     desirable to complete and execute any such Form 3,

     4, or 5, complete and execute any amendment or

     amendments thereto, and timely file such form with

     the United States Securities and Exchange

     Commission and any stock exchange or similar

     authority; and



 (3) take any other action of any type whatsoever in

     connection with the foregoing which, in the

     opinion of such attorney-in-fact, may be of benefit

     to, in the best interest of, or legally required

     by, the undersigned, it being understood that the

     documents executed by such attorney-in-fact on

     behalf of the undersigned pursuant to this Power

     of Attorney shall be in such form and shall contain

     such terms and conditions as such attorney-in-fact

     may approve in such attorney-in-fact's discretion.



   The undersigned hereby grants to each such attorney-in-fact

full power and authority to do and perform any and every act

and thing whatsoever requisite, necessary, or proper to be done

in the exercise of any of the rights and powers herein granted,

as fully to all intents and purposes as the undersigned might

or could do if personally present, with full power of

substitution or revocation, hereby ratifying and confirming

all that such attorney-in-fact, or such attorney-in-fact's

substitute or substitutes, shall lawfully do or cause to be

done by virtue of this power of attorney and the rights and

powers herein granted.  The undersigned acknowledges that the

foregoing attorneys-in-fact, in serving in such capacity at

the request of the undersigned, are not assuming, nor is the

Company assuming, any of the undersigned's responsibilities

to comply with Section 16 of the Securities Exchange Act of

1934.



   This Power of Attorney shall remain in full force and

effect until the undersigned is no longer required to file

Forms 3, 4, and 5 with respect to the undersigned's holdings of

and transactions in securities issued by the Company, unless

earlier revoked by the undersigned in a signed writing

delivered to the foregoing attorneys-in-fact.



IN WITNESS WHEREOF, the undersigned has caused this Power of

Attorney to be executed as of this 10th, day of November, 2008.



   /s/ Charles W. Ergen

   Signature





   Charles W. Ergen

   Print Name