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*
ERGEN CHARLES W

(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 X 10% Owner
X Officer (give title below) Other (specify below)
Chairman
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)
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 154,598 D
Class A Common Stock 10,734 I I(1)
Class A Common Stock 47 I I(2)
Class A Common Stock 3,705 I I(3)
Class A Common Stock 201 I I(4)
Class A Common Stock 5,400 I I(5)
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 (6) 11/30/2012 G(7)(8) V 2,619,025 (6) (6) Class A Common Stock 2,619,025 (6) 4,867,853 I I(7)(8)
Class B Common Stock (6) 11/30/2012 G(7)(8) V 2,087,602 (6) (6) Class A Common Stock 2,087,602 (6) 41,040,391 D
Explanation of Responses:
1. The shares are held by a custodian for the reporting person's children. The reporting person disclaims beneficial ownership of the shares, except to the extent of their pecuniary interest therein.
2. Held by Ms. Cantey Ergen.
3. Held by Mr. Charlie Ergen in a 401(k) account.
4. Held by Ms. Cantey Ergen in a 401(k) account.
5. The shares are held by a charitable foundation. The reporting person is an officer of the charitable foundation and has both investment control and voting power for the foundation. The reporting person disclaims beneficial ownership of the shares, except to the extent of their pecuniary interest therein.
6. 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.
7. 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 the reporting person's family. Trusts for the reporting person's family members hold 1,778,795 shares following this distribution. Following this distribution, the Ergen Two-Year 2010 SATS GRAT expired pursuant to its terms.
8. 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. 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. 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.
Remarks:
/s/ James Gorman, 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.