0001104659-24-001010.txt : 20240103 0001104659-24-001010.hdr.sgml : 20240103 20240103190451 ACCESSION NUMBER: 0001104659-24-001010 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: KELLY MICHAEL CENTRAL INDEX KEY: 0001110592 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33807 FILM NUMBER: 24509066 MAIL ADDRESS: STREET 1: 5320 SOUTH 900 EAST CITY: SALT LAKE CITY STATE: UT ZIP: 84117 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: EchoStar CORP CENTRAL INDEX KEY: 0001415404 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] ORGANIZATION NAME: 06 Technology IRS NUMBER: 261232727 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 100 INVERNESS TERRACE E. CITY: ENGLEWOOD STATE: CO ZIP: 80112 BUSINESS PHONE: 303-723-1277 MAIL ADDRESS: STREET 1: 100 INVERNESS TERRACE E. CITY: ENGLEWOOD STATE: CO ZIP: 80112 FORMER COMPANY: FORMER CONFORMED NAME: EchoStar Holding CORP DATE OF NAME CHANGE: 20071017 4 1 tm2333986-11_4seq1.xml OWNERSHIP DOCUMENT X0508 4 2023-12-31 0 0001415404 EchoStar CORP SATS 0001110592 KELLY MICHAEL 100 INVERNESS TERRACE EAST ENGLEWOOD CO 80112 0 1 0 0 ExcVP/Grp Pres,Retail Wireless 0 Class A Common Stock 2023-12-31 4 A 0 53384 A 53384 D Employee Stock Option (Option to Buy) 18.79 2023-12-31 4 A 0 26621 A 2033-07-01 Class A Common Stock 26621 26621 D Employee Stock Option (Option to Buy) 18.79 2023-12-31 4 A 0 148817 A 2033-07-01 Class A Common Stock 148817 148817 D Received in exchange for shares of Class A Common Stock, par value $0.01 per share ("DISH Class A Common Stock") of DISH Network Corporation, a Nevada corporation ("DISH") in connection with the Amended and Restated Agreement and Plan of Merger, dated as of October 2, 2023 ("Merger Agreement"), by and between the Issuer, DISH and EAV Corp., a Nevada corporation and a wholly owned direct subsidiary of the Issuer ("Merger Sub"). Pursuant to the Merger Agreement, on December 31, 2023, Merger Sub merged with and into DISH with DISH surviving the merger as a wholly owned subsidiary of the Issuer (the "Merger"). At the effective time of the Merger (the "Effective Time"), each outstanding share of DISH Class A Common Stock was converted into the right to receive a number of Issuer Class A Common Stock equal to 0.350877 (the "Exchange Ratio"). The shares underlying these options vest 20% per year on each of July 1, 2024, July 1, 2025, July 1, 2026, July 1, 2027 and July 1, 2028. Received in exchange for an employee stock option to acquire shares of DISH Class A Common Stock in connection of the Merger Agreement. At the Effective Time, each stock option held by the reporting person was converted into an Issuer stock option on substantially the same terms and conditions, with respect to a number of shares of Issuer Class A Common Stock equal to (i) the number of shares of DISH Class A Common Stock subject to the corresponding DISH stock option immediately prior to the Effective Time, multiplied by the Exchange Ratio, at an exercise price equal to the exercise price of the corresponding DISH stock option immediately prior to the Effective Time divided by the Exchange Ratio. /s/ Michael Kelly, by Dean Manson Attorney-in-Fact 2024-01-03