SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* BYE STEPHEN J (Last) (First) (Middle) 9601 S. MERIDIAN BLVD. (Street) ENGLEWOOD CO 80112 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/18/2023	3. Issuer Name and Ticker or Trading Symbol DISH Network CORP [ DISH ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	1,860	D
Class A Common Stock	476	I	I(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to Buy)	07/22/2022(2)	07/22/2032(3)	Class A Common Stock	100,000	20	D
Employee Stock Option (Right to Buy)	07/22/2022(4)	07/22/2032(3)	Class Common Stock	150,000	20	D
Employee Stock Option (Right to Buy)	01/01/2020(5)	01/01/2030(3)	Class A Common Stock	250,000	35.47	D
Restricted Stock Units	01/01/2022(6)	01/01/2024(3)	Class A Common Stock	638	0(7)	D

Explanation of Responses:

1. By 401(K).

2. 40% of the shares underlying the options vested immediately upon the grant date of July 22, 2022. The remaining 60% of the shares underlying the options will vest in three equal annual installments of 20% per year, beginning on July 1, 2023.

3. These options were granted as part of Stephen Bye's employment as EVP, Chief Commercial Officer. As a result of his resignation of his employment, these options will terminate 30 days from his last day of employment.

4. The shares underlying the options granted on July 22, 2022 will vest at a rate of 20% per year, beginning on July 1, 2023.

5. The shares underlying the option granted on January 1, 2020 vested at a rate of 20% per year, beginning on January 1, 2021.

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

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

	/s/ Stephen Bye, by Timothy Messner, Attorney-in-Fact	01/30/2023
	** 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 5 (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 Timothy Messner, Geji Loether, Daniel Conroy, Mark McMonigle and Caleb Eugene signing singly, the undersigned's true and lawful attorney-in-fact to:

(1)

execute for and on behalf of the undersigned 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 DISH NETWORK Corporation, 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 24^th day of January 2023.

Signature: /s/Stephen J. Bye____________________

By: Stephen J. Bye__________________