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
 
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)
9601 SOUTH MERIDIAN BOULEVARD

(Street)
ENGLEWOOD CO 80112

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
DISH Network CORP [ DISH ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Executive Vice President
3. Date of Earliest Transaction (Month/Day/Year)
11/18/2008
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 11/18/2008 P 78,443 A $10.34(1) 2,328,443 I I(2)
Class A Common Stock 11/19/2008 P 421,557 A $10.17(3) 2,750,000 I I(2)
Class A Common Stock 11/19/2008 P 300,000 A $9.86(4) 4,062,175 D
Class A Common Stock 50,000 I I(5)
Class A Common Stock 8,760 I I(6)
Class A Common Stock 18,648 I I(7)
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
Explanation of Responses:
1. Based upon a weighted average purchase price. The shares reported in this transaction were purchased at prices ranging between $10.31 and $10.35. Information regarding the number of shares purchased at each separate price will be made available upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer.
2. The shares are held by DeFranco Investments Co., Ltd., a limited partnership, of which the reporting person is sole general partner.
3. Based upon a weighted average purchase price. The shares reported in this transaction were purchased at prices ranging between $9.88 and $10.54. Information regarding the number of shares purchased at each separate price will be made available upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer.
4. Based upon a weighted average purchase price. The shares reported in this transaction were purchased at prices ranging between $9.61 and $10.04. Information regarding the number of shares purchased at each separate price will be made available upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer.
5. The shares are held by the reporting person in an irrevocable trust for the benefit of the reporting person's minor children and grandchildren. The reporting person disclaims beneficial ownership of the shares.
6. The shares are being held by the reporting person as custodian for his minor children.
7. By 401(k).
Remarks:
/s/ James DeFranco, by Brandon Ehrhart, his Attorney in Fact 11/20/2008
** 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.
   POWER OF ATTORNEY







   Know all by these presents, that the undersigned hereby



constitutes and appoints each of R. Stanton Dodge, Robert F.



 Rehg, Brandon Ehrhart, James Gorman, Eric Lentell, Tobin



Sykes and Tracy Strickland signing singly, the undersigned's



true and lawful attorney-in-fact to:







 (1) execute for and on behalf of the undersigned, in



     the undersigned's capacity as an officer and/or



     director of DISH Network Corporation



     (the "Company"), 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



Company 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 19th, day of November, 2008.







   /s/ James DeFranco



   Signature











   James DeFranco



   Print Name