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
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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*
Ergen 2005 Two Year GRAT dated November 9 2005

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

(Street)
ENGLEWOOD CO 80112

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ECHOSTAR COMMUNICATIONS CORP [ DISH ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) X Other (specify below)
Joint Filing Group
3. Date of Earliest Transaction (Month/Day/Year)
11/09/2006
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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
Class B Common Stock (1) 11/09/2006 G(2) V 4,362,261 (1) (1) Class A Common Stock 4,362,261 (1) 8,137,739 D(2)(6)
Class B Common Stock (1) 11/09/2006 G(3) V 2,710,266 (1) (1) Class A Common Stock 2,710,266 (1) 9,789,734 D(3)(6)
Class B Common Stock (1) 11/09/2006 G(4) V 1,891,568 (1) (1) Class A Common Stock 1,891,568 (1) 10,608,432 D(4)(6)
Class B Common Stock (1) 11/09/2006 G(5) V 1,406,146 (1) (1) Class A Common Stock 1,406,146 (1) 11,093,854 D(5)(6)
1. Name and Address of Reporting Person*
Ergen 2005 Two Year GRAT dated November 9 2005

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

(Street)
ENGLEWOOD CO 80112

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
Joint Filing Group
1. Name and Address of Reporting Person*
Ergen 2005 Three Year GRAT dated November 9 2005

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

(Street)
ENGLEWOOD CO 80112

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
Joint Filing Group
1. Name and Address of Reporting Person*
Ergen 2005 Four Year GRAT dated November 9 2005

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

(Street)
ENGLEWOOD CO 80112

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
Joint Filing Group
1. Name and Address of Reporting Person*
Ergen 2005 Five Year GRAT dated November 9 2005

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

(Street)
ENGLEWOOD CO 80112

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) X Other (specify below)
Joint Filing Group
Explanation of Responses:
1. On November 9, 2005, Charles W. Ergen established four Grantor Retained Annuity Trusts (" GRAT"), contributing 12,500,000 Class B shares to each, resulting in the transfer of a total of 50,000,000 Class B shares. Each GRAT may elect to convert any or all of its Class B shares into an equal number of Class A shares at any time for no additional consideration.
2. Pursuant to the terms of the Ergen Two-Year GRAT, 4,362,261 shares were distributed as an annuity to Mr. Ergen on November 9, 2006 with the Ergen Two-Year GRAT retaining 8,137,739 shares.
3. Pursuant to the terms of the Ergen Three-Year GRAT, 2,710,266 shares were distributed as an annuity to Mr. Ergen on November 9, 2006 with the Ergen Three-Year GRAT retaining 9,789,734 shares.
4. Pursuant to the terms of the Ergen Four-Year GRAT, 1,891,568 shares were distributed as an annuity to Mr. Ergen on November 9, 2006 with the Ergen Four-Year GRAT retaining 10,608,432 shares.
5. Pursuant to the terms of the Ergen Five-Year GRAT, 1,406,146 shares were distributed as an annuity to Mr. Ergen on November 9, 2006 with the Ergen Five-Year GRAT retaining 11,093,854 shares.
6. There is no formal agreement to vote or dispose of the shares owned by each GRAT in a particular manner. The dispositive and voting power of the shares held by each of the GRATs is made independent of each other, except to the extent that Mr. David K. Moskowitz is the trustee of each of the GRATs and in that respect is able to control the disposition and voting of the shares of Class B Common Stock owned by each such GRAT.
Remarks:
/s/ David K. Moskowitz, Trustee of the Ergen Two-Year GRAT dated November 9, 2005 11/13/2006
/s/ David K. Moskowitz, Trustee of the Ergen Three-Year GRAT dated November 9, 2005 11/13/2006
/s/ David K. Moskowitz, Trustee of the Ergen Four-Year GRAT dated November 9, 2005 11/13/2006
/s/ David K. Moskowitz, Trustee of the Ergen Five-Year GRAT dated November 9, 2005 11/13/2006
** 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).
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