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*
Iyengar Narayan Raghu

(Last) (First) (Middle)
9601 S. MERIDIAN BLVD.

(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP & CHIEF OPERATING OFFICER
3. Date of Earliest Transaction (Month/Day/Year)
07/22/2022
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
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) $32.2 07/22/2022 D(1) 100,000 (2) 04/01/2032 Class A Common Stock 100,000 $0 0 D
Employee Stock Option (Right to Buy) $20 07/22/2022 A(1) 100,000 (3) 07/22/2032 Class A Common Stock 100,000 $0 100,000 D
Employee Stock Option (Right to Buy) $32.2 07/22/2022 D(1) 40,000 (4) 02/01/2032 Class A Common Stock 40,000 $0 0 D
Employee Stock Option (Right to Buy) $20 07/22/2022 A(1) 40,000 (4) 07/22/2032 Class A Common Stock 40,000 $0 40,000 D
Explanation of Responses:
1. The transactions reported herein reflect the exchange of "underwater" options to acquire shares of the Issuer's Class A Common Stock pursuant to the terms and conditions set forth in the Issuer's Offer to Exchange Eligible Stock Options dated June 24, 2022, which expired on July 22, 2022 (the "Exchange"). Effective July 22, 2022, the Issuer cancelled the options the Reporting Person elected to exchange and granted to the Reporting Person an identical number of options with, among other new terms, a new exercise price and an extended vesting schedule for options that are not subject to achievement of certain performance criteria. The new exercise price is $20, which is higher than the closing price per share of the Issuer's Class A Common Stock on the Nasdaq Global Select Market of $18.70 on July 22, 2022.
2. The shares underlying the options were scheduled to vest at the rate of 20% per year, commencing on April 1, 2023.
3. Pursuant to the Exchange, the Reporting Person exchanged the following unvested options granted on April 1, 2022 (100,000 options) for a total exchange of 100,000 unvested options. The shares underlying these options vest 20% per year on each of July 1, 2023, July 1, 2024, July 1, 2025, July 1, 2026 and July 1, 2027.
4. The grant is subject to achievement of certain performance criteria prior to December 31, 2026 and will vest based on achievement of such criteria. The performance criteria are not tied to the market price of the Issuer's securities.
/s/ Narayan Iyengar by Brandon Ehrhart, Attorney-in-Fact 07/26/2022
** 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.