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 THREE YEAR 2014 SATS GRAT

(Last) (First) (Middle)
5701 S. SANTA FE DRIVE

(Street)
LITTLETON CO 80123

(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 10% Owner
Officer (give title below) X Other (specify below)
Joint Filing Group
3. Date of Earliest Transaction (Month/Day/Year)
05/31/2016
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) 05/31/2016 G(2) V 4,394,665(2) (1) (1) Class A Common Stock 4,394,665 (1) 2,680,131 D(3)(4)
Class B Common Stock (5) (5) (5) Class A Common Stock 9,000,000 9,000,000 D(4)(6)
1. Name and Address of Reporting Person*
ERGEN THREE YEAR 2014 SATS GRAT

(Last) (First) (Middle)
5701 S. SANTA FE DRIVE

(Street)
LITTLETON CO 80123

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Ergen Three Year 2015 SATS GRAT

(Last) (First) (Middle)
5701 S. SANTA FE DRIVE

(Street)
LITTLETON CO 80123

(City) (State) (Zip)
Explanation of Responses:
1. On May 30, 2014, Charles W. Ergen established a Grantor Retained Annuity Trust ("GRAT"), the Ergen Three-Year 2014 SATS GRAT (the "2014 GRAT"), and contributed 10,000,000 Class B shares to the 2014 GRAT. The 2014 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 2014 GRAT, 4,394,665 Class B shares were distributed as an annuity to Mr. Ergen on May 31, 2016, with the 2014 GRAT retaining 2,680,131 Class B shares. The 2014 GRAT expires in accordance with its terms on May 30, 2017.
3. These securities are owned directly by the 2014 GRAT.
4. 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 June 1, 2016) 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.
5. On November 30, 2015, Charles W. Ergen established the Ergen Three-Year 2015 SATS GRAT (the "2015 GRAT"), and contributed 9,000,000 Class B shares to the 2015 GRAT. The 2015 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.
6. These securities are owned directly by the 2015 GRAT.
Remarks:
/s/ William R. Gouger, Trustee of the Ergen Three-Year 2014 SATS GRAT, by Joseph Turitz, his Attorney-in-Fact 06/02/2016
/s/ William R. Gouger, Trustee of the Ergen Three-Year 2015 SATS GRAT, by Joseph Turitz, his Attorney-in-Fact 06/02/2016
** 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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Exhibit 24



POWER OF ATTORNEY



    Know all by these presents, that the undersigned hereby constitutes and appoints each of Dean A. Manson, Joseph Turitz, Shawna-Gay White and Nicholas C. Wittich signing singly, the undersigned's true and lawful attorney-in-fact to:



(1)  execute for and on behalf of the undersigned 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 issuer 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 28th day of January, 2016.



      Name of Trust: Ergen Three Year 2014 SATS GRAT







      By: /s/ William R. Gouger



      Its Trustee



      Printed Name: William R. Gouger