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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
DISH Network CORP [ DISH ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/13/2019 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 12/13/2019 | M(1) | 10,025,602 | A | $33.52 | 17,954,342 | D | |||
Class A Common Stock | 12/13/2019 | A(2) | 5,547,711 | A | $33.52 | 23,502,053 | D | |||
Class A Common Stock | 12/13/2019 | G | V | 300 | D | $0 | 23,501,753 | D | ||
Class A Common Stock | 12/13/2019 | M(1) | 12 | A | $33.52 | 257 | I | I(3) | ||
Class A Common Stock | 12/13/2019 | M(1) | 562 | A | $33.52 | 10,957 | I | I(4) | ||
Class A Common Stock | 12/13/2019 | M(1) | 3,619,517 | A | $33.52 | 6,699,489 | I | I(5) | ||
Class A Common Stock | 20,858 | I | I(6) | |||||||
Class A Common Stock | 2,473 | I | I(7) | |||||||
Class A Common Stock | 6,658 | I | I(8) | |||||||
Class A Common Stock | 2,168,975 | I | I(9) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Subscription Rights (right to buy) | $33.52 | 12/13/2019 | M(1)(10) | 10,025,602 | 11/22/2019 | 12/09/2019 | Class A Common Stock | 10,025,602 | $0 | 0 | D | ||||
Subscription Rights (right to buy) | $33.52 | 12/13/2019 | M(1)(10) | 12 | 11/22/2019 | 12/09/2019 | Class A Common Stock | 12 | $0 | 0 | I | I(3) | |||
Subscription Rights (right to buy) | $33.52 | 12/13/2019 | M(1)(10) | 562 | 11/22/2019 | 12/09/2019 | Class A Common Stock | 562 | $0 | 0 | I | I(4) | |||
Subscription Rights (right to buy) | $33.52 | 12/13/2019 | M(1)(10) | 3,619,517 | 11/22/2019 | 12/09/2019 | Class A Common Stock | 3,619,517 | $0 | 0 | I | I(5) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. Represents shares of Class A common stock of DISH Network Corporation (the "Issuer") issued on December 13, 2019 pursuant to the exercise of subscription rights in connection with the Issuer's rights offering, as described in the Issuer's prospectus supplement filed with the Securities and Exchange Commission on November 22, 2019. Subscription rights were distributed on a pro rata basis to holders of eligible securities of the Issuer. |
2. Represents shares of Class A common stock of the Issuer issued on December 13, 2019 in connection with a Standby Purchase Agreement, dated November 21, 2019, between the reporting person and the Issuer, pursuant to which the reporting person agreed to purchase any and all shares of the Issuer's Class A common stock not subscribed for upon the expiration of the rights offering described in footnote 1. |
3. Held by Mrs. Cantey M. Ergen, Mr. Ergen's spouse. |
4. The shares are owned beneficially by the reporting persons' child. The reporting persons disclaim beneficial ownership of the shares, except to the extent of their pecuniary interest therein. |
5. The shares are held by Telluray Holdings, LLC ("Telluray Holdings"). Mr. Ergen and Mrs. Ergen are the managers of Telluray Holdings. Mrs. Ergen, as a manager of Telluray Holdings, has sole voting power over the Class A shares and Class B shares held by Telluray Holdings and Mr. Ergen and Mrs. Ergen, as the managers of Telluray Holdings, share dispositive power over the Class A shares and Class B shares held by Telluray Holdings. The reporting persons disclaim beneficial ownership of the shares, except to the extent of their pecuniary interest therein. |
6. Held by Mr. Charles W. Ergen in a 401(k) account. |
7. Held by Mrs. Cantey M. Ergen in a 401(k) account. |
8. The shares are owned beneficially by a trust for which Mrs. Cantey M. Ergen holds a durable power of attorney for the beneficiary. The reporting persons disclaim beneficial ownership of the shares, except to the extent of their pecuniary interest therein. |
9. The shares are held by a charitable foundation. The reporting persons are officers of the charitable foundation and share voting and dispositive power for the foundation. The reporting persons disclaim beneficial ownership of the shares, except to the extent of their pecuniary interest therein. |
10. Represents the exercise of subscription rights pursuant to the rights offering described in footnote 1. |
Remarks: |
/s/ Charles W. Ergen, by Brandon Ehrhart, his Attorney in Fact | 12/17/2019 | |
/s/ Cantey M. Ergen, by Brandon Ehrhart, her Attorney in Fact | 12/17/2019 | |
** 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. |