0001415889-24-000400.txt : 20240103 0001415889-24-000400.hdr.sgml : 20240103 20240103191945 ACCESSION NUMBER: 0001415889-24-000400 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231231 FILED AS OF DATE: 20240103 DATE AS OF CHANGE: 20240103 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ERGEN CHARLES W CENTRAL INDEX KEY: 0000904548 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39144 FILM NUMBER: 24509143 MAIL ADDRESS: STREET 1: 9601 S. MERIDIAN BLVD. CITY: ENGLEWOOD STATE: CO ZIP: 80112 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: DISH Network CORP CENTRAL INDEX KEY: 0001001082 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] ORGANIZATION NAME: 06 Technology IRS NUMBER: 880336997 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 9601 S. MERIDIAN BLVD. CITY: ENGLEWOOD STATE: CO ZIP: 80112 BUSINESS PHONE: 3037231000 MAIL ADDRESS: STREET 1: 9601 S. MERIDIAN BLVD. CITY: ENGLEWOOD STATE: CO ZIP: 80112 FORMER COMPANY: FORMER CONFORMED NAME: ECHOSTAR COMMUNICATIONS CORP DATE OF NAME CHANGE: 19950919 4 1 form4-01042024_120140.xml X0508 4 2023-12-31 0001001082 DISH Network CORP DISH 0000904548 ERGEN CHARLES W 9601 S. MERIDIAN BLVD. ENGLEWOOD CO 80112 true true true false CHAIRMAN 0 Class A Common Stock 2023-12-31 4 D 0 85582 D 0 D Class A Common Stock 2023-12-31 4 D 0 21589 D 0 I I Class B Common Stock 2023-12-31 4 D 0 144588 D Class A Common Stock 144588 0 D Employee Stock Option (Right to Buy) 57.93 2023-12-31 4 D 0 60000 D 2027-01-01 Class A Common Stock 60000 0 D Employee Stock Option (Right to Buy) 27.71 2023-12-31 4 D 0 12500000 D 2031-02-06 Class A Common Stock 12500000 0 D Restricted Stock Units 2023-12-31 4 D 0 1178 D 2024-01-01 Class A Common Stock 1178 0 D Employee Stock Option (Right to Buy) 35.42 2023-12-31 4 D 0 100000 D 2028-10-01 Class A Common Stock 100000 0 D Employee Stock Option (Right to Buy) 35.42 2023-12-31 4 D 0 50000 D 2028-10-01 Class A Common Stock 50000 0 D Pursuant to the Amended and Restated Agreement and Plan of Merger, dated as of October 2, 2023 ("Merger Agreement"), by and between the Issuer, EchoStar Corporation, a Nevada corporation ("EchoStar") and EAV Corp., a Nevada corporation and a wholly owned direct subsidiary of EchoStar ("Merger Sub"), on December 31, 2023, Merger Sub merged with and into the Issuer with the Issuer surviving the merger as a wholly owned subsidiary of EchoStar (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of Class A Common Stock, par value $0.01 per share, of the Issuer ("Issuer Class A Common Stock") and Class B Common Stock, par value $0.01 per share, of the Issuer ("Issuer Class B Common Stock") held by the Reporting Person was converted into the right to receive 0.350877 shares of Class A Common Stock, par value $0.001 per share, of EchoStar ("EchoStar Class A Common Stock") or Class B Common Stock, par value $0.001 per share, of EchoStar ("EchoStar Class B Common Stock"), as applicable. Held by Mr. Ergen in a 401(k) account. The holder of the Class B shares 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. The grant was subject to achievement of certain performance criteria prior to December 31, 2020 and will vest based on achievement of such criteria. The performance criteria are not tied to the market price of the Issuer's securities. Pursuant to the Merger Agreement, at the Effective Time, each option to purchase Issuer Class A Common Stock held by the Reporting Person was converted into a corresponding award with respect to EchoStar Class A Common Stock. The grant is subject to the achievement of performance vesting goals based on specified stock price targets. For additional information, please refer to the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 filed with the Securities and Exchange Commission on November 6, 2020. 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. The RSUs vest in three equal annual installments, commencing upon January 1, 2022. Pursuant to the Merger Agreement, at the Effective Time, each RSU held by the Reporting Person was converted into a corresponding award with respect to EchoStar Class A Common Stock. The grant is subject to achievement of certain performance criteria prior to December 31, 2023 and will vest based on achievement of such criteria. The performance criteria are not tied to the market price of the Issuer's securities. Pursuant to the Merger Agreement, at the Effective Time, each option to purchase Issuer Class A Common Stock held by the Reporting Person was converted into a corresponding award with respect to EchoStar Class A Common Stock. The shares underlying the options vest at the rate of 20% per year, commencing on October 1, 2019. Pursuant to the Merger Agreement, at the Effective Time, each option to purchase Issuer Class A Common Stock held by the Reporting Person was converted into a corresponding award with respect to EchoStar Class A Common Stock. /s/ Charles W. Ergen, by Timothy A. Messner, Attorney-in-Fact 2024-01-03