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