UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 73)*
DISH NETWORK CORPORATION
(Name of Issuer)
CLASS A COMMON STOCK, $0.01 PAR VALUE PER SHARE
(Title of Class of Securities)
25470M 109
(CUSIP Number)
Timothy A. Messner
Executive Vice President, General Counsel and Corporate Secretary
DISH Network Corporation
9601 S. Meridian Blvd.
Englewood, Colorado 80112
(303) 723-1000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 22, 2023
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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 control number.
CUSIP No. 25470M 109
| 1 | Name of Reporting Person | ||
| Charles W. Ergen | |||
| 2 | Check the Appropriate Box if a Member of a Group: | ||
| (a) ¨ | |||
| (b) x | |||
| 3 | SEC Use Only | ||
| 4 | Source of Funds | ||
| OO | |||
| 5 | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) | ||
| ¨ | |||
| 6 | Citizenship or Place of Organization | ||
| U.S.A. | |||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | Sole Voting Power | |
| 57,251,759 SHARES (1) (2) | |||
| 2,627,338 SIXTY DAY SHARES (3) | |||
| 8 | Shared Voting Power | ||
| 216,173,306 SHARES (1) (4) | |||
| 9 | Sole Dispositive Power | ||
| 57,251,759 SHARES (1) (2) | |||
| 2,627,338 SIXTY DAY SHARES (3) | |||
| 10 | Shared Dispositive Power | ||
| 216,173,306 SHARES (1) (4) | |||
| 11 | Aggregate Amount Beneficially Owned by the Reporting Person | ||
| 276,052,403 | |||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares | ||
| ¨ | |||
| 13 | Percent of Class Represented by Amount in Row (11) | ||
| Approximately 51.4% (5) | |||
| 14 | Type of Reporting Person | ||
| IN | |||
(1) Includes shares of Class A Common Stock (“Class A Common Stock”) and Class B Common Stock (“Class B Common Stock”) of DISH Network Corporation (“DISH Network”). The shares of Class B Common Stock are convertible into shares of Class A Common Stock on a one-for-one basis at any time.
(2) Consists of: (i) 85,582 shares of Class A Common Stock owned beneficially directly by Mr. Ergen; (ii) 21,589 shares of Class A Common Stock owned beneficially indirectly by Mr. Ergen through DISH Network’s 401(k) Employee Savings Plan; and (iii) 57,144,588 shares of Class B Common Stock owned beneficially directly by Mr. Ergen.
(3) “Sixty Day Shares” are shares of Class A Common Stock deemed to be owned beneficially under Rule 13d-3(d)(1) because Mr. Ergen has the right to acquire beneficial ownership of such shares within 60 days of the date hereof.
(4) Consists of: (i) 448 shares of Class A Common Stock owned beneficially directly by Mr. Ergen’s spouse, Cantey M. Ergen; (ii) 2,817 shares of Class A Common Stock owned beneficially indirectly by Mrs. Ergen through DISH Network’s 401(k) Employee Savings Plan; (iii) 10,957 shares of Class A Common Stock owned beneficially by one of Mr. and Mrs. Ergen’s children; (iv) 2,168,975 shares of Class A Common Stock held by a charitable foundation for which Mr. Ergen is an officer and for which he shares voting and dispositive power with Mrs. Ergen; (v) 63,790,620 shares of Class B Common Stock and 6,699,489 shares of Class A Common Stock held by Telluray Holdings, LLC (“Telluray Holdings”), for which Mrs. Ergen has sole voting power as a manager of Telluray Holdings and for which Mr. Ergen and Mrs. Ergen share dispositive power as the managers of Telluray Holdings; (vi) 26,000,000 shares of Class A Common Stock and 28,000,000 shares of Class B Common Stock owned beneficially by Mrs. Ergen solely by virtue of her position as trustee of the Ergen Two-Year May 2023 DISH GRAT (the “Two-Year May 2023 GRAT”); and (vii) 89,500,000 shares of Class B Common Stock owned beneficially by Mrs. Ergen solely by virtue of her position as trustee of the Ergen Two-Year June 2023 DISH GRAT (the “Two-Year June 2023 GRAT”).
(5) Based on 295,955,110 shares of Class A Common Stock outstanding on December 21, 2023 and assuming conversion of all the shares of Class B Common Stock held by Mr. Ergen into Class A Common Stock. Because each share of Class B Common Stock is entitled to 10 votes per share, Mr. Ergen owns beneficially equity securities of DISH Network representing approximately 90.3% of the voting power of DISH Network (assuming no conversion of the Class B Common Stock).
CUSIP No. 25470M 109
| 1 | Name of Reporting Person | ||
| Cantey M. Ergen | |||
| 2 | Check the Appropriate Box if a Member of a Group: | ||
| (a) ¨ | |||
| (b) x | |||
| 3 | SEC Use Only | ||
| 4 | Source of Funds | ||
| OO | |||
| 5 | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) | ||
| ¨ | |||
| 6 | Citizenship or Place of Organization | ||
| U.S.A. | |||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | Sole Voting Power | |
213,993,374 SHARES (1) (2) 20,000 SIXTY DAY SHARES (3) | |||
| 8 | Shared Voting Power | ||
| 59,431,691 SHARES (1) (4) | |||
| 9 | Sole Dispositive Power | ||
143,503,265 SHARES (1) (5) 20,000 SIXTY DAY SHARES (3) | |||
| 10 | Shared Dispositive Power | ||
| 129,921,800 SHARES (1) (6) | |||
| 11 | Aggregate Amount Beneficially Owned by the Reporting Person | ||
| 273,445,065 | |||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares | ||
| ¨ | |||
| 13 | Percent of Class Represented by Amount in Row (11) | ||
| Approximately 51.2% (7) | |||
| 14 | Type of Reporting Person | ||
| IN | |||
(1) Includes shares of Class A Common Stock and Class B Common Stock. The shares of Class B Common Stock are convertible into shares of Class A Common Stock on a one-for-one basis at any time.
(2) Consists of: (i) 448 shares of Class A Common Stock owned beneficially directly by Mrs. Ergen; (ii) 2,817 shares of Class A Common Stock owned beneficially indirectly by Mrs. Ergen through DISH Network’s 401(k) Employee Savings Plan; (iii) 63,790,620 shares of Class B Common Stock and 6,699,489 shares of Class A Common Stock held by Telluray Holdings, for which Mrs. Ergen has sole voting power as a manager of Telluray Holdings; (iv) 26,000,000 shares of Class A Common Stock and 28,000,000 shares of Class B Common Stock owned beneficially by Mrs. Ergen solely by virtue of her position as trustee of the Two-Year May 2023 GRAT; and (v) 89,500,000 shares of Class B Common Stock owned beneficially by Mrs. Ergen solely by virtue of her position as trustee of the Two-Year June 2023 GRAT. There is no arrangement or agreement between Telluray Holdings and any of the trusts identified in clauses (iv) - (v) above to vote any shares of DISH Network. Mrs. Ergen exercises voting power with respect to Telluray Holdings and each such trust independently, and with respect to the trusts identified in clauses (iv) through (v), in accordance with her fiduciary responsibilities to the beneficiaries of such trusts.
(3) “Sixty Day Shares” are shares of Class A Common Stock deemed to be owned beneficially under Rule 13d-3(d)(1) because Mrs. Ergen has the right to acquire beneficial ownership of such shares within 60 days of the date hereof.
(4) Consists of: (i) 85,582 shares of Class A Common Stock owned beneficially directly by Mr. Ergen, Mrs. Ergen’s spouse; (ii) 21,589 shares of Class A Common Stock owned beneficially indirectly by Mr. Ergen through DISH Network’s 401(k) Employee Savings Plan; (iii) 57,144,588 shares of Class B Common Stock owned beneficially directly by Mr. Ergen; (iv) 10,957 shares of Class A Common Stock owned beneficially by one of Mr. and Mrs. Ergen’s children; and (v) 2,168,975 shares of Class A Common Stock held by a charitable foundation for which Mrs. Ergen is an officer and for which she shares voting and dispositive power with Mr. Ergen.
(5) Consists of: (i) 448 shares of Class A Common Stock owned beneficially directly by Mrs. Ergen; (ii) 2,817 shares of Class A Common Stock owned beneficially indirectly by Mrs. Ergen through DISH Network’s 401(k) Employee Savings Plan; (iii) 26,000,000 shares of Class A Common Stock and 28,000,000 shares of Class B Common Stock owned beneficially by Mrs. Ergen solely by virtue of her position as trustee of the Two-Year May 2023 GRAT; and (iv) 89,500,000 shares of Class B Common Stock owned beneficially by Mrs. Ergen solely by virtue of her position as trustee of the Two-Year June 2023 GRAT. There is no arrangement or agreement between any of the trusts identified in clauses (iii) - (iv) above to dispose of any shares of DISH Network. Mrs. Ergen exercises dispositive power with respect to each such trust independently and in accordance with her fiduciary responsibilities to the beneficiaries of such trusts.
(6) Consists of: (i) 85,582 shares of Class A Common Stock owned beneficially directly by Mr. Ergen, Mrs. Ergen’s spouse; (ii) 21,589 shares of Class A Common Stock owned beneficially indirectly by Mr. Ergen through DISH Network’s 401(k) Employee Savings Plan; (iii) 57,144,588 shares of Class B Common Stock owned beneficially directly by Mr. Ergen; (iv) 10,957 shares of Class A Common Stock owned beneficially by one of Mr. and Mrs. Ergen’s children; (v) 2,168,975 shares of Class A Common Stock held by a charitable foundation for which Mrs. Ergen is an officer and for which she shares voting and dispositive power with Mr. Ergen; and (vi) 63,790,620 shares of Class B Common Stock and 6,699,489 shares of Class A Common Stock held by Telluray Holdings, for which Mr. Ergen and Mrs. Ergen share dispositive power as the managers of Telluray Holdings.
(7) Based on 295,955,110 shares of Class A Common Stock outstanding on December 21, 2023 and assuming conversion of all the shares of Class B Common Stock held by Mrs. Ergen into Class A Common Stock. Because each share of Class B Common Stock is entitled to 10 votes per share, Mrs. Ergen owns beneficially equity securities of DISH Network representing approximately 90.3% of the voting power of DISH Network (assuming no conversion of the Class B Common Stock).
CUSIP No. 25470M 109
| 1 | Name of Reporting Person | ||
| Ergen Two-Year December 2022 DISH GRAT | |||
| 2 | Check the Appropriate Box if a Member of a Group: | ||
| (a) ¨ | |||
| (b) x | |||
| 3 | SEC Use Only | ||
| 4 | Source of Funds | ||
| OO | |||
| 5 | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) | ||
| ¨ | |||
| 6 | Citizenship or Place of Organization | ||
| Colorado | |||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | Sole Voting Power | |
| 0 SHARES | |||
| 8 | Shared Voting Power | ||
| 0 | |||
| 9 | Sole Dispositive Power | ||
| 0 SHARES | |||
| 10 | Shared Dispositive Power | ||
| 0 | |||
| 11 | Aggregate Amount Beneficially Owned by the Reporting Person | ||
| 0 SHARES | |||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares | ||
| ¨ | |||
| 13 | Percent of Class Represented by Amount in Row (11) | ||
| 0.0% | |||
| 14 | Type of Reporting Person | ||
| OO | |||
CUSIP No. 25470M 109
| 1 | Name of Reporting Person | ||
| Ergen Two-Year May 2023 DISH GRAT | |||
| 2 | Check the Appropriate Box if a Member of a Group: | ||
| (a) ¨ | |||
| (b) x | |||
| 3 | SEC Use Only | ||
| 4 | Source of Funds | ||
| OO | |||
| 5 | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) | ||
| ¨ | |||
| 6 | Citizenship or Place of Organization | ||
| Colorado | |||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | Sole Voting Power | |
| 54,000,000 SHARES (1) | |||
| 8 | Shared Voting Power | ||
| 0 | |||
| 9 | Sole Dispositive Power | ||
| 54,000,000 SHARES (1) | |||
| 10 | Shared Dispositive Power | ||
| 0 | |||
| 11 | Aggregate Amount Beneficially Owned by the Reporting Person | ||
| 54,000,000 SHARES | |||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares | ||
| ¨ | |||
| 13 | Percent of Class Represented by Amount in Row (11) | ||
| Approximately 16.7% (2) | |||
| 14 | Type of Reporting Person | ||
| OO | |||
(1) Includes 26,000,000 shares of Class A Common Stock and 28,000,000 shares of Class B Common Stock. The shares of Class B Common Stock are convertible into shares of Class A Common Stock on a one-for-one basis at any time.
(2) Based on 295,955,110 shares of Class A Common Stock outstanding on December 21, 2023 and assuming conversion of all the shares of Class B Common Stock held by the Two-Year May 2023 GRAT into Class A Common Stock. Because such Class B Common Stock is convertible on a one-for-one basis into Class A Common Stock, assuming conversion of all shares of outstanding Class B Common Stock into Class A Common Stock, the percentage of the Class A Common Stock that the Two-Year May 2023 GRAT may be deemed to own beneficially would be approximately 10.1%. Because each share of Class B Common Stock is entitled to 10 votes per share, the Two-Year May 2023 GRAT owns beneficially equity securities of DISH Network representing approximately 11.4% of the voting power of DISH Network (assuming no conversion of the Class B Common Stock).
CUSIP No. 25470M 109
| 1 | Name of Reporting Person | ||
| Ergen Two-Year June 2023 DISH GRAT | |||
| 2 | Check the Appropriate Box if a Member of a Group: | ||
| (a) ¨ | |||
| (b) x | |||
| 3 | SEC Use Only | ||
| 4 | Source of Funds | ||
| OO | |||
| 5 | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) | ||
| ¨ | |||
| 6 | Citizenship or Place of Organization | ||
| Colorado | |||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | Sole Voting Power | |
| 89,500,000 SHARES (1) | |||
| 8 | Shared Voting Power | ||
| 0 | |||
| 9 | Sole Dispositive Power | ||
| 89,500,000 SHARES (1) | |||
| 10 | Shared Dispositive Power | ||
| 0 | |||
| 11 | Aggregate Amount Beneficially Owned by the Reporting Person | ||
| 89,500,000 SHARES | |||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares | ||
| ¨ | |||
| 13 | Percent of Class Represented by Amount in Row (11) | ||
| Approximately 23.2% (2) | |||
| 14 | Type of Reporting Person | ||
| OO | |||
(1) All of the shares beneficially held by the Two-Year June 2023 GRAT are shares of Class B Common Stock. The shares of Class B Common Stock are convertible into shares of Class A Common Stock on a one-for-one basis at any time.
(2) Based on 295,955,110 shares of Class A Common Stock outstanding on December 21, 2023 and assuming conversion of all the shares of Class B Common Stock held by the Two-Year June 2023 GRAT into Class A Common Stock. Because such Class B Common Stock is convertible on a one-for-one basis into Class A Common Stock, assuming conversion of all shares of outstanding Class B Common Stock into Class A Common Stock, the percentage of the Class A Common Stock that the Two-Year June 2023 GRAT may be deemed to own beneficially would be approximately 16.8%. Because each share of Class B Common Stock is entitled to 10 votes per share, the Two-Year June 2023 GRAT owns beneficially equity securities of DISH Network representing approximately 33.4% of the voting power of DISH Network (assuming no conversion of the Class B Common Stock).
CUSIP No. 25470M 109
| 1 | Name of Reporting Person | ||
| Telluray Holdings, LLC | |||
| 2 | Check the Appropriate Box if a Member of a Group: | ||
| (a) ¨ | |||
| (b) x | |||
| 3 | SEC Use Only | ||
| 4 | Source of Funds | ||
| OO | |||
| 5 | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) | ||
| ¨ | |||
| 6 | Citizenship or Place of Organization | ||
| Wyoming | |||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | Sole Voting Power | |
| 70,490,109 SHARES (1) | |||
| 8 | Shared Voting Power | ||
| 0 | |||
| 9 | Sole Dispositive Power | ||
| 70,490,109 SHARES (1) | |||
| 10 | Shared Dispositive Power | ||
| 0 | |||
| 11 | Aggregate Amount Beneficially Owned by the Reporting Person | ||
| 70,490,109 SHARES | |||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares | ||
| ¨ | |||
| 13 | Percent of Class Represented by Amount in Row (11) | ||
| Approximately 19.6% (2) | |||
| 14 | Type of Reporting Person | ||
| OO | |||
(1) Includes shares of Class A Common Stock and Class B Common Stock, of which Telluray Holdings is the beneficial owner. The shares of Class B Common Stock are convertible into shares of Class A Common Stock on a one-for-one basis at any time. Consists of: (i) 63,790,620 shares of Class B Common Stock; and (ii) 6,699,489 shares of Class A Common Stock, for which Mrs. Ergen has sole voting power as a manager of Telluray Holdings and for which Mr. Ergen and Mrs. Ergen share dispositive power as the managers of Telluray Holdings.
(2) Based on 295,955,110 shares of Class A Common Stock outstanding on December 21, 2023 and assuming conversion of all the shares of Class B Common Stock held by Telluray Holdings into Class A Common Stock. Because such Class B Common Stock is convertible on a one-for-one basis into Class A Common Stock, assuming conversion of all shares of outstanding Class B Common Stock into Class A Common Stock, the percentage of the Class A Common Stock that Telluray Holdings may be deemed to own beneficially would be approximately 13.2%. Because each share of Class B Common Stock is entitled to 10 votes per share, Telluray Holdings owns beneficially equity securities of DISH Network representing approximately 24.1% of the voting power of DISH Network (assuming no conversion of the Class B Common Stock).
Item 2. Identity and Background.
Item 2 is amended and restated as follows:
This statement is being filed jointly by: (a) Charles W. Ergen; (b) Cantey M. Ergen; (c) the Ergen Two-Year December 2022 DISH GRAT (the “Two-Year December 2022 GRAT”); (d) the Two-Year May 2023 GRAT; (e) the Two-Year June 2023 GRAT; and (f) Telluray Holdings, who are together referred to as the “Reporting Persons.” This Schedule 13D relates solely to, and is being filed for, shares held by Mr. and Mrs. Ergen, the Two-Year December 2022 GRAT, the Two-Year May 2023 GRAT, the Two-Year June 2023 GRAT and Telluray Holdings.
(A) Charles W. Ergen
Mr. Ergen’s principal occupation is Chairman of DISH Network and Chairman of EchoStar Corporation (“EchoStar”), and his principal address is 9601 S. Meridian Blvd., Englewood, Colorado 80112. Mr. Ergen has not, during the last five years: (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activity subject to, federal or state securities laws or finding any violation with respect to such laws. Mr. Ergen is a citizen of the United States.
(B) Cantey M. Ergen
Mrs. Ergen is a Senior Advisor and member of the Board of Directors of DISH Network and her principal address is 9601 S. Meridian Blvd., Englewood, Colorado 80112. Mrs. Ergen has not, during the last five years: (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activity subject to, federal or state securities laws or finding any violation with respect to such laws. Mrs. Ergen is a citizen of the United States.
(C) Two-Year December 2022 GRAT
The Two-Year December 2022 GRAT was formed under the laws of the State of Colorado and its principal business is to hold a portion of the assets and estate of Mr. Ergen. Its address is c/o Cantey M. Ergen, as Trustee, at 9601 S. Meridian Blvd., Englewood, Colorado 80112. The Two-Year December 2022 GRAT has not, during the last five years: (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activity subject to, federal or state securities laws or finding any violation with respect to such laws.
(D) Two-Year May 2023 GRAT
The Two-Year May 2023 GRAT was formed under the laws of the State of Colorado and its principal business is to hold a portion of the assets and estate of Mr. Ergen. Its address is c/o Cantey M. Ergen, as Trustee, at 9601 S. Meridian Blvd., Englewood, Colorado 80112. The Two-Year May 2023 GRAT has not, during the last five years: (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activity subject to, federal or state securities laws or finding any violation with respect to such laws. As trustee of the Two-Year May 2023 GRAT, Mrs. Ergen is vested with sole voting and dispositive power over the 26,000,000 shares of Class A Common Stock and 28,000,000 shares of Class B Common Stock held by the Two-Year May 2023 GRAT, except as set forth in Item 6.
(E) Two-Year June 2023 GRAT
The Two-Year June 2023 GRAT was formed under the laws of the State of Colorado and its principal business is to hold a portion of the assets and estate of Mr. Ergen. Its address is c/o Cantey M. Ergen, as Trustee, at 9601 S. Meridian Blvd., Englewood, Colorado 80112. The Two-Year June 2023 GRAT has not, during the last five years: (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activity subject to, federal or state securities laws or finding any violation with respect to such laws. As trustee of the Two-Year June 2023 GRAT, Mrs. Ergen is vested with sole voting and dispositive power over the 89,500,000 shares of Class B Common Stock held by the Two-Year June 2023 GRAT, except as set forth in Item 6.
(F) Telluray Holdings
Telluray Holdings is a limited liability company organized under the laws of the State of Wyoming and its principal business is to hold a portion of the assets and estate of Mr. Ergen and to hold certain assets of certain trusts established for the benefit of his family. Its address is 1623 Central Avenue, Suite 214, Cheyenne, Wyoming 82001. Telluray Holdings has not, during the last five years: (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activity subject to, federal or state securities laws or finding any violation with respect to such laws.
Mr. Ergen and certain trusts established for the benefit of his family are the members of Telluray Holdings. Mr. Ergen and Mrs. Ergen are the managers of Telluray Holdings. As a manager of Telluray Holdings, Mrs. Ergen has sole voting power over the 6,699,489 shares of Class A Common Stock and 63,790,620 shares of Class B Common Stock held by Telluray Holdings. As managers of Telluray Holdings, Mr. Ergen and Mrs. Ergen share dispositive power over the shares of Class A Common Stock and shares of Class B Common Stock held by Telluray Holdings.
Item 4. Purpose of Transaction.
Item 4 is hereby amended and supplemented as follows:
During the fourth quarter of each year, Mr. Ergen receives an annuity amount from the Two-Year December 2022 GRAT, assuming that the Two-Year December 2022 GRAT has not expired. The number of shares of Class B Common Stock to be distributed as an annuity payment is based in part on the price of the Class A Common Stock on the distribution date and therefore cannot be calculated until the date of distribution. In addition to shares of Class B Common Stock, the annuity payments (and their associated timing) may include, and be based upon, amounts generated from the holdings of the Two-Year December 2022 GRAT including, among other things, stock recapitalizations or dividends paid or payable with respect to the shares of Class B Common Stock held by the Two-Year December 2022 GRAT. On December 22, 2023, the Two-Year December 2022 GRAT distributed all 55,000,000 shares of Class B Common Stock held by the Two-Year December 2022 GRAT to Mr. Ergen as an annuity payment, and the Two-Year December 2022 GRAT expired in accordance with its terms.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and supplemented as follows:
(a) This filing is for the cumulative share holdings of an affiliated group as of December 22, 2023. See Items 11 and 13 of the cover pages to this Amendment No. 73 for the aggregate number of shares of Class A Common Stock and percentage of Class A Common Stock beneficially owned by each of the Reporting Persons. The Reporting Persons’ beneficial ownership of shares of Class A Common Stock excludes 677,965 shares of Class A Common Stock held by certain trusts established by Mr. Ergen for the benefit of his family. Mr. Ergen and Mrs. Ergen disclaim beneficial ownership of the 63,790,620 shares of Class B Common Stock and the 6,699,489 shares of Class A Common Stock held by Telluray Holdings, except to the extent of their pecuniary interest.
(b) See Items 7 through 10 of the cover pages to this Amendment No. 73 for the number of shares of Class A Common Stock beneficially owned by each of the Reporting Persons as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote and sole or shared power to dispose or to direct the disposition.
(c) The Reporting Persons have not effected any transactions in the Class A Common Stock of DISH Network in the last sixty days other than: (i) as described herein; and (ii) as reflected in Amendment No. 72 to this Schedule 13D.
(d) Not applicable.
(e) On December 22, 2023, the Two-Year December 2022 GRAT distributed all 55,000,000 shares of Class B Common Stock held by the Two-Year December 2022 GRAT to Mr. Ergen as an annuity payment, and the Two-Year December 2022 GRAT expired in accordance with its terms.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Item 6 is hereby amended and supplemented as follows:
Except as disclosed below and elsewhere in this Schedule 13D, none of the Reporting Persons is party to any contracts, arrangements, understandings or relationships, including, but not limited to, transfer or voting of any of the securities of DISH Network, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies nor are any of the securities pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities.
The trust agreements for the Two-Year May 2023 GRAT and the Two-Year June 2023 GRAT contain an irrevocable provision that provides that the trustee will not dispose of any shares of DISH Network held by the Two-Year May 2023 GRAT or the Two-Year June 2023 GRAT unless a Change of Control Event occurs. If a Change of Control Event occurs, the trustee of the Two-Year May 2023 GRAT and the Two-Year June 2023 GRAT will have sole discretion with respect to the disposition of any shares of DISH Network held by the Two-Year May 2023 GRAT and the Two-Year June 2023 GRAT, respectively.
A “Change of Control Event” will occur if: (i) as the result of a transaction or a series of transactions any person other than Charles W. Ergen (or a Related Party) individually owns more than fifty percent (50%) of the total Equity Interests of either: (A) DISH Network; or (B) the surviving entity in any such transaction(s) or a controlling affiliate of such surviving entity in such transaction(s); and (ii) a majority of the members of the Board of Directors of DISH Network are no longer Continuing Directors; and (iii) as the result of a transaction or a series of transactions any person other than Charles W. Ergen (or a Related Party) individually owns more than fifty percent (50%) of the total voting power of either: (A) DISH Network; or (B) the surviving entity in any such transaction(s) or a controlling affiliate of such surviving entity in such transaction(s); and (iv) Charles W. Ergen sells Equity Interests of DISH Network such that he owns beneficially less than 50% of the total Equity Interests that he owned beneficially immediately following the grant of shares to the Two-Year May 2023 GRAT or the Two-Year June 2023 GRAT, as applicable.
For purposes of the definition of “Change of Control Event”:
“Continuing Director” means, as of any date of determination, any member of the Board of Directors of DISH Network who: (a) was a member of such Board of Directors on the date on which the applicable grantor retained annuity trust was established; or (b) was nominated for election or elected to such Board of Directors either (x) with the affirmative vote of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election or (y) by Charles W. Ergen and his Related Parties.
“Equity Interest” means any capital stock of DISH Network and all warrants, options or other rights to acquire capital stock of DISH Network (but excluding any debt security that is convertible into, or exchangeable for, capital stock of DISH Network).
“Related Party” means, (a) Charles W. Ergen’s spouse and each of his immediate family members; (b) each trust, corporation, partnership or other entity of which Charles W. Ergen beneficially holds an eighty percent (80%) or more controlling interest or that was created for estate planning purposes including without limitation the grantor retained annuity trusts; and (c) the personal representatives, administrators, executor, guardians, or any person(s) or entit(ies) to which Charles W. Ergen’s shares of DISH Network are transferred as a result of a transfer by will or the applicable laws of descent and distribution.
Item 7. Material to be Filed as Exhibits.
Item 7 is hereby amended and supplemented as follows:
Exhibit A: Agreement of Joint Filing.
Exhibit B: Power of Attorney of Charles W. Ergen (incorporated by reference from Exhibit B to the reporting person’s Schedule 13D dated November 30, 2020 and filed with the Securities and Exchange Commission on December 1, 2020).
Exhibit C: Power of Attorney of Cantey M. Ergen (incorporated by reference from Exhibit C to the reporting person’s Schedule 13D dated November 30, 2020 and filed with the Securities and Exchange Commission on December 1, 2020).
Exhibit D: Power of Attorney of Telluray Holdings, LLC (incorporated by reference from Exhibit J to the reporting person’s Schedule 13D dated November 30, 2020 and filed with the Securities and Exchange Commission on December 1, 2020).
Exhibit E: Power of Attorney of Two-Year December 2022 DISH GRAT (incorporated by reference from Exhibit K to the reporting person’s Schedule 13D dated December 22, 2022 and filed with the Securities and Exchange Commission on December 23, 2022).
Exhibit F: Power of Attorney of Two-Year May 2023 DISH GRAT (incorporated by reference from Exhibit J to the reporting person’s Schedule 13D dated May 15, 2023 and filed with the Securities and Exchange Commission on May 15, 2023).
Exhibit G: Power of Attorney of Two-Year June 2023 GRAT (incorporated by reference from Exhibit H to the reporting person’s Schedule 13D dated June 26, 2023 and filed with the Securities and Exchange Commission on June 27, 2023).
Exhibit H: Support Agreement dated as of August 8, 2023 (incorporated by reference from Exhibit 10.2 to the Current Report on Form 8-K of DISH Network Corporation dated August 8, 2023 and filed with the Securities and Exchange Commission on August 8, 2023 (File No. 001-39144)).
Exhibit I: Amended and Restated Support Agreement dated as of October 2, 2023 (incorporated by reference from Exhibit 10.1 to the Current Report on Form 8-K of DISH Network Corporation dated October 3, 2023 and filed with the Securities and Exchange Commission on October 3, 2023 (File No. 001-39144)).
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| CHARLES W. ERGEN | |
| /s/ Robert J. Hooke | |
| Dated: December 26, 2023 | Charles W. Ergen by Robert J. Hooke, attorney-in-fact |
| CANTEY M. ERGEN | |
| /s/ Robert J. Hooke | |
| Dated: December 26, 2023 | Cantey M. Ergen, by Robert J. Hooke, attorney-in-fact |
| ERGEN TWO-YEAR DECEMBER 2022 DISH GRAT | |
| /s/ Robert J. Hooke | |
| Dated: December 26, 2023 | Cantey M. Ergen, Trustee by Robert J. Hooke, attorney-in-fact |
| ERGEN TWO-YEAR MAY 2023 DISH GRAT | |
| /s/ Robert J. Hooke | |
| Dated: December 26, 2023 | Cantey M. Ergen, Trustee by Robert J. Hooke, attorney-in-fact |
| ERGEN TWO-YEAR JUNE 2023 DISH GRAT | |
| /s/ Robert J. Hooke | |
| Dated: December 26, 2023 | Cantey M. Ergen, Trustee by Robert J. Hooke, attorney-in-fact |
| TELLURAY HOLDINGS, LLC | |
| /s/ Robert J. Hooke | |
| Dated: December 26, 2023 | Cantey M. Ergen, Manager by Robert J. Hooke, attorney-in-fact |
Attention: Intentional misstatements or omissions of fact
constitutes Federal criminal violations (See 18 U.S.C. 1001)
EXHIBIT INDEX
Exhibit A: Agreement of Joint Filing.
Exhibit B: Power of Attorney of Charles W. Ergen (incorporated by reference from Exhibit B to the reporting person’s Schedule 13D dated November 30, 2020 and filed with the Securities and Exchange Commission on December 1, 2020).
Exhibit C: Power of Attorney of Cantey M. Ergen (incorporated by reference from Exhibit C to the reporting person’s Schedule 13D dated November 30, 2020 and filed with the Securities and Exchange Commission on December 1, 2020).
Exhibit D: Power of Attorney of Telluray Holdings, LLC (incorporated by reference from Exhibit J to the reporting person’s Schedule 13D dated November 30, 2020 and filed with the Securities and Exchange Commission on December 1, 2020).
Exhibit E: Power of Attorney of Two-Year December 2022 DISH GRAT (incorporated by reference from Exhibit K to the reporting person’s Schedule 13D dated December 22, 2022 and filed with the Securities and Exchange Commission on December 23, 2022).
Exhibit F: Power of Attorney of Two-Year May 2023 DISH GRAT (incorporated by reference from Exhibit J to the reporting person’s Schedule 13D dated May 15, 2023 and filed with the Securities and Exchange Commission on May 15, 2023).
Exhibit G: Power of Attorney of Two-Year June 2023 GRAT (incorporated by reference from Exhibit H to the reporting person’s Schedule 13D dated June 26, 2023 and filed with the Securities and Exchange Commission on June 27, 2023).
Exhibit H: Support Agreement dated as of August 8, 2023 (incorporated by reference from Exhibit 10.2 to the Current Report on Form 8-K of DISH Network Corporation dated August 8, 2023 and filed with the Securities and Exchange Commission on August 8, 2023 (File No. 001-39144)).
Exhibit I: Amended and Restated Support Agreement dated as of October 2, 2023 (incorporated by reference from Exhibit 10.1 to the Current Report on Form 8-K of DISH Network Corporation dated October 3, 2023 and filed with the Securities and Exchange Commission on October 3, 2023 (File No. 001-39144)).
EXHIBIT A
Agreement of Joint Filing
Pursuant to Rule 13d-1(k)(l)(iii) of Regulation 13D-G of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the undersigned agree that the statement on Schedule 13D/A to which this Exhibit is attached is filed on behalf of each of them in the capacities set forth below.
| CHARLES W. ERGEN | |
| /s/ Robert J. Hooke | |
| Dated: December 26, 2023 | Charles W. Ergen by Robert J. Hooke, attorney-in-fact |
| CANTEY M. ERGEN | |
| /s/ Robert J. Hooke | |
| Dated: December 26, 2023 | Cantey M. Ergen by Robert J. Hooke, attorney-in-fact |
| ERGEN TWO-YEAR DECEMBER 2022 DISH GRAT | |
| /s/ Robert J. Hooke | |
| Dated: December 26, 2023 | Cantey M. Ergen, Trustee by Robert J. Hooke, attorney-in-fact |
| ERGEN TWO-YEAR MAY 2023 DISH GRAT | |
| /s/ Robert J. Hooke | |
| Dated: December 26, 2023 | Cantey M. Ergen, Trustee by Robert J. Hooke, attorney-in-fact |
| ERGEN TWO-YEAR JUNE 2023 DISH GRAT | |
| /s/ Robert J. Hooke | |
| Dated: December 26, 2023 | Cantey M. Ergen, Trustee by Robert J. Hooke, attorney-in-fact |
| TELLURAY HOLDINGS, LLC | |
| /s/ Robert J. Hooke | |
| Dated: December 26, 2023 | Cantey M. Ergen, Manager by Robert J. Hooke, attorney-in-fact |