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) 05/14/2014 | ||||||||||||||||||||||||||
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 | 05/14/2014 | S | 26,388 | D | $60(1) | 6,219(2) | D | |||
Class A Common Stock | 05/14/2014 | M | 20,000 | A | $18 | 26,219(2) | D | |||
Class A Common Stock | 05/14/2014 | M | 60,000 | A | $20.3 | 86,219(2) | D | |||
Class A Common Stock | 05/14/2014 | S | 84,916 | D | $60.22(3) | 1,303(2)(4) | D | |||
Class A Common Stock | 05/15/2014 | S | 3,500 | D | $60(1) | 0 | I | I(5) | ||
Class A Common Stock | 05/15/2014 | S | 3,000 | D | $60(1) | 0 | I | I(6) | ||
Class A Common Stock | 715 | I | I(7) |
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 | ||||||||
Employee Stock Option (Right to Buy) | $18 | 05/14/2014 | M | 20,000 | (8) | 12/31/2016 | Class A Common Stock | 20,000 | $0 | 0 | D | ||||
Employee Stock Option (Right to Buy) | $20.3 | 05/14/2014 | M | 60,000 | (9) | 06/30/2015 | Class A Common Stock | 60,000 | $0 | 0 | D |
Explanation of Responses: |
1. Based upon a weighted average sales price. The shares reported in this transaction were sold at prices ranging between $60.00 and $60.01. Information regarding the number of shares sold 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. Includes shares acquired under the Company's Employee Stock Purchase Plan. |
3. Based upon a weighted average sales price. The shares reported in this transaction were sold at prices ranging between $60.00 and $60.91. Information regarding the number of shares sold 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. Taking into account the transactions reported on this Form 4 and other transactions previously reported, the amount of securities directly beneficially owned by the reporting person is 1,303. |
5. Gift to minor children who share the reporting person's household. The reporting person disclaims beneficial ownership of the securities held by his children, and this report should not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purposes. |
6. The shares were contributed by the reporting person to trusts for the benefit of the reporting person's children. The reporting person is the trustee for the trusts and retains investment and voting power over the trusts. |
7. By 401(k). |
8. The grant was subject to achievement of certain performance criteria on or before December 31, 2011 and certain portions of the grant vested based on achievement of such criteria. The performance criteria are not tied to the market price of the Issuer's securities. |
9. The options vested at the rate of 20% per year, commencing on June 30, 2006. |
Remarks: |
/s/ Michael Kelly, by Brandon Ehrhart, his Attorney in Fact | 05/16/2014 | |
** 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. |