SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
Ergen Five-Year 2010 SATS GRAT

(Last) (First) (Middle)
400 INVERNESS PARKWAY, SUITE 250

(Street)
ENGLEWOOD CO 80112

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
11/30/2010
3. Issuer Name and Ticker or Trading Symbol
EchoStar CORP [ SATS ]
4. 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
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock (1) (1) Class A Common Stock 2,500,000 (1) D(2)(3)
Class B Common Stock (1) (1) Class A Common Stock 2,500,000 (1) D(2)(3)
Class B Common Stock (1) (1) Class A Common Stock 2,500,000 (1) D(2)(3)
Class B Common Stock (1) (1) Class A Common Stock 2,500,000 (1) D(2)(3)
1. Name and Address of Reporting Person*
Ergen Five-Year 2010 SATS GRAT

(Last) (First) (Middle)
400 INVERNESS PARKWAY, SUITE 250

(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, SUITE 250

(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, SUITE 250

(Street)
ENGLEWOOD CO 80112

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Ergen Two-Year 2010 SATS GRAT

(Last) (First) (Middle)
400 INVERNESS PARKWAY, SUITE 250

(Street)
ENGLEWOOD CO 80112

(City) (State) (Zip)
Explanation of Responses:
1. Each Grantor Retained Annunity Trust ("GRAT") may elect into convert any or all of its Class B shares to an equal number of Class A shares at any time for no additional consideration.
2. 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. 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.
3. 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.
Remarks:
/s/ William R. Gouger, Trustee of the Ergen Five-Year 2010 SATS GRAT, by Brandon E. Ehrhart his Attorney in Fact 12/10/2010
/s/ William R. Gouger, Trustee of the Ergen Four-Year 2010 SATS GRAT, by Brandon E. Ehrhart his Attorney in Fact 12/10/2010
/s/ William R. Gouger, Trustee of the Ergen Three-Year 2010 SATS GRAT, by Brandon E. Ehrhart his Attorney in Fact 12/10/2010
/s/ William R. Gouger, Trustee of the Ergen Two-Year 2010 SATS GRAT, by Brandon E. Ehrhart his Attorney in Fact 12/10/2010
** 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 5 (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,

Brandon Ehrhart, James Gorman, Eric Lentell, Savannah Lee

and Tracy Strickland 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 3rd, day of December, 2010.



   Name of Trust: Ergen Two-Year SATS GRAT

   Dated November 30, 2010, Ergen Three-

   Year SATS GRAT Dated November 30, 2010,

   Ergen Four-Year SATS GRAT Dated November

   30, 2010, and Ergen Five-Year SATS GRAT

   Dated November 30, 2010



   By: /s/ William R. Gouger





   Their Trustee

   Printed Name:

   William R. Gouger