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* DEFRANCO JAMES (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 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 12/31/2023
	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
	Rule 10b5-1(c) Transaction Indication Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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	12/31/2023		A		106,914	A	(1)	106,914	D
Class A Common Stock	12/31/2023		A		46,129	A	(1)	49,833	I	I(2)
Class A Common Stock	12/31/2023		A		815,582	A	(1)	815,582	I	I(3)
Class A Common Stock	12/31/2023		A		19,363	A	(1)	29,363	I	I(4)
Class A Common Stock	12/31/2023		A		598,907	A	(1)	598,907	I	I(5)
Class A Common Stock	12/31/2023		A		1,883,387	A	(1)	1,883,387	I	I(6)
Class A Common Stock	12/31/2023		A		1,070,174	A	(1)	1,070,174	I	I(7)
Class A Common Stock	01/01/2024		M		55	A	(11)	106,969	D
Class A Common Stock	01/01/2024		F(14)		18	A	$16.57	106,951	D

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
Employee Stock Option (Right to Buy)	$165.11	12/31/2023		A		21,052		(8)	01/01/2027	Class A Common Stock	21,052	(9)	21,052	D
Employee Stock Option (Right to Buy)	$100.95	12/31/2023		A		35,087		(10)	10/01/2028	Class A Common Stock	35,087	(9)	35,087	D
Restricted Stock Units	(11)	12/31/2023		A		55		(12)	01/01/2024	Class A Common Stock	55	(13)	55	D
Restricted Stock Units	(11)	01/01/2024		M			55	(12)	01/01/2024	Class A Common Stock	55	$0	0	D

Explanation of Responses:

1. Received in exchange for shares of Class A Common Stock, par value $.01 par value per share (DISH Class A Common Stock"), of DISH Network Corporation, a Nevada corporation ("DISH") in connection of the Amended and Restated Agreement and Plan of Merger, dated as of October 2, 2023 ("Merger Agreement"), by and between the Issuer, DISH and EAV Corp., a Nevada corporation and a wholly owned direct subsidiary of the Issuer ("Merger Sub"). Pursuant to the Merger Agreement, on December 31, 2023, Merger Sub merged with and into DISH with DISH surviving the merger as a wholly owned subsidiary of the Issuer (the "Merger"). At the effective time of the Merger (the "Effective Time"), each outstanding share of DISH Class A Common Stock was converted into the right to receive a number of Issuer Class A Common Stock equal to 0.350877 (the "Exchange Ratio").

2. By 401(k).

3. The share are held by the reporting person as a general partner of a limited partnership.

4. The shares are held by the reporting person in an irrevocable trust for the benefit of his children and grandchildren. The reporting person disclaims beneficial ownership of the shares

5. The shares are held by the reporting person as the manager of a limited liability corporation ("LLC"). As manager of the LLC, the reporting person has sole voting and dispositive power over the shares. The reporting person disclaims beneficial ownership of the shares.

6. The shares are held by the reporting person as a general partner of a different limited partnership.

7. The shares are held by the reporting person as the manager of a different limited liability company ("LLC II"). As manager of the LLC II, the reporting person has sole voting and dispositive power over the shares. The reporting person disclaims beneficial ownership of the shares.

8. The grant was subject to achievement of certain performance criteria prior to December 31, 2020 and will vest based on achievement of such criteria. The performance criteria are not tied to the market price of the Issuer's securities.

9. Received in exchange for an employee stock option to acquire shares of DISH Class A Common Stock in connection of the Merger Agreement. At the Effective Time, each stock option held by the reporting person was converted into an Issuer stock option on substantially the same terms and conditions, with respect to a number of shares of Issuer Class A Common Stock equal to (i) the number of shares of DISH Class A Common Stock subject to the corresponding DISH stock option immediately prior to the Effective Time, multiplied by the Exchange Ratio, at an exercise price equal to the exercise price of the corresponding DISH stock option immediately prior to the Effective Time divided by the Exchange Ratio.

10. The grant is subject to achievement of certain performance criteria prior to December 31, 2023 and will vest based on achievement of such criteria. The performance criteria are not tied to the market price of the Issuer's securities.

11. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of Issuer Class A Common Stock, which will be issued to the reporting person immediately upon vesting.

12. The RSUs vest in three equal annual installments, commencing upon January 1, 2022.

13. Received in exchange for restricted stock units representing a contingent right to receive DISH Class A Common Stock in connection with the Merger. At the Effective Time, each restricted stock unit held by the reporting person was converted into an Issuer RSU on substantially the same terms and conditions, with respect to a number of shares of Issuer Class A Common Stock equal to (i) the number of shares of DISH Class A Common Stock subject to the corresponding DISH restricted stock unit award immediately prior to the Effective Time, multiplied by (ii) the Exchange Ratio.

14. Represents shares withheld to cover certain tax obligations in connection with vested Restricted Stock Units Listed in Table II.

	/s/ James DeFranco, by Dean Manson, Attorney-in-Fact	01/03/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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