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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 Two-Year 2010 SATS GRAT
(Last) (First) (Middle)
400 INVERNESS PARKWAY
(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)
11/30/2012
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) 11/30/2012 G(2) V 1,424,675 (1) (1) Class A Common Stock 1,424,675 (1) 0 D(3)(10)
Class B Common Stock (1) 11/30/2012 G(4) V 546,028 (1) (1) Class A Common Stock 546,028 (1) 1,296,646 D(5)(10)
Class B Common Stock (1) 11/30/2012 G(6) V 374,677 (1) (1) Class A Common Stock 374,677 (1) 1,674,275 D(7)(10)
Class B Common Stock (1) 11/30/2012 G(8) V 273,645 (1) (1) Class A Common Stock 273,645 (1) 1,896,932 D(9)(10)
1. Name and Address of Reporting Person*
Ergen Two-Year 2010 SATS GRAT
(Last) (First) (Middle)
400 INVERNESS PARKWAY
(Street)
ENGLEWOOD CO 80112
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Ergen Three-Year 2010 SATS GRAT
(Last) (First) (Middle)
400 INVERNESS PARKWAY
(Street)
ENGLEWOOD CO 80112
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Ergen Four-Year 2010 SATS GRAT
(Last) (First) (Middle)
400 INVERNESS PARKWAY
(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
(Street)
ENGLEWOOD CO 80112
(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 Two-Year 2010 SATS GRAT, 893,252 shares were distributed as an annuity to Mr. Ergen on November 30, 2012, and the remaining 531,423 shares were distributed to a trust, the beneficiaries of which are members of Mr. Ergen's family. Following this distribution, the Ergen Two-Year 2010 SATS GRAT expired pursuant to its terms.
3. These securities were owned directly by the Ergen Two-Year 2010 SATS GRAT.
4. Pursuant to the terms of the Ergen Three-Year 2010 SATS GRAT, 546,028 shares were distributed as an annuity to Mr. Ergen on November 30, 2012, with the Ergen Three-Year 2010 SATS GRAT retaining 1,296,646 shares. The Ergen Three-Year 2010 SATS GRAT expires on November 30, 2013.
5. These securities are owned directly by the Ergen Three-Year 2010 SATS GRAT.
6. Pursuant to the terms of the Ergen Four-Year 2010 SATS GRAT, 374,677 shares were distributed as an annuity to Mr. Ergen on November 30, 2012, with the Ergen Four-Year 2010 SATS GRAT retaining 1,674,275 shares. The Ergen Four-Year 2010 SATS GRAT expires on November 30, 2014.
7. These securities are owned directly by the Ergen Four-Year 2010 SATS GRAT.
8. Pursuant to the terms of the Ergen Five-Year 2010 SATS GRAT, 273,645 shares were distributed as an annuity to Mr. Ergen on November 30, 2012, with the Ergen Five -Year 2010 SATS GRAT retaining 1,896,932 shares. The Ergen Five -Year 2010 SATS GRAT expires on November 30, 2015.
9. These securities are owned directly by the Ergen Five-Year 2010 SATS GRAT.
10. 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 December 3, 2012) 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.
Remarks:
/s/ William R. Gouger, Trustee of the Ergen Two-Year 2010 SATS GRAT, by Katherine M. Hanna, his Attorney-in-Fact 12/04/2012
/s/ William R. Gouger, Trustee of the Ergen Three-Year 2010 SATS GRAT, by Katherine M. Hanna, His Attorney-in-Fact 12/04/2012
/s/ William R. Gouger, Trustee of the Ergen Four-Year 2010 SATS GRAT, by Katherine M. Hanna, His Attorney-in-Fact 12/04/2012
/s/ William R. Gouger, Trustee of the Ergen Five-Year 2010 SATS GRAT, by Katherine M. Hanna, His Attorney-in-Fact 12/04/2012
** 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.
Unassociated Document

 
 
 
Exhibit 24      
POWER OF ATTORNEY

Know all by these presents that the undersigned hereby constitutes and appoints each of Dean Manson, Cleo Belmonte, James Gorman, Katherine Hanna and Derek Dalmer 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, including any successor corporation(s) thereto (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 26th day of November, 2012.


/s/ William R. Gouger
Signature


William R. Gouger
Print Name