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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
EchoStar CORP [ SATS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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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)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||||||||||||||
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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) | 11/10/2008 | G(2) | V | 1,474,255 | (1) | (1) | Class A Common Stock | 1,474,255 | (1) | 0 | D(2)(5) | |||
Class B Common Stock | (1) | 11/10/2008 | G(3) | V | 1,090,733 | (1) | (1) | Class A Common Stock | 1,090,733 | (1) | 693,371 | D(3)(5) | |||
Class B Common Stock | (1) | 11/10/2008 | G(4) | V | 810,824 | (1) | (1) | Class A Common Stock | 810,824 | (1) | 1,156,996 | D(4)(5) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. The shares were received in connection with the spin-off of DISH Network Corporation's ("DISH") technology and certain infrastructure assets effective January 1, 2008 (the "Spin-Off"). 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 Three-Year GRAT, all 1,474,255 shares held by the Ergen Three-Year GRAT were distributed as an annuity to Mr. Ergen on November 10, 2008. Following this distribution, the Ergen Three-Year GRAT expired pursuant to its terms. |
3. 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. |
4. 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. |
5. There is no formal agreement to vote or dispose of the shares owned by each GRAT in a particular manner. The dispositive and voting power of the shares held by each of the GRATs is made independent of each other, except to the extent that Mr. David K. Moskowitz 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. |
Remarks: |
/s/ David K. Moskowitz, Trustee of the Ergen Three-Year GRAT dated November 9, 2005, by Brandon Ehrhart, his Attorney in Fact | 11/12/2008 | |
/s/ David K. Moskowitz, Trustee of the Ergen Four-Year GRAT dated November 9, 2005, by Brandon Ehrhart, his Attorney in Fact | 11/12/2008 | |
/s/ David K. Moskowitz, Trustee of the Ergen Five-Year GRAT dated November 9, 2005, 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. |