0001104659-24-001013.txt : 20240103
0001104659-24-001013.hdr.sgml : 20240103
20240103190611
ACCESSION NUMBER: 0001104659-24-001013
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: ORBAN PAUL W
CENTRAL INDEX KEY: 0001197815
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33807
FILM NUMBER: 24509075
MAIL ADDRESS:
STREET 1: 9601 SOUTH MERIDIAN BOULEVARD
CITY: ENGLEWOOD
STATE: CO
ZIP: 80112
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
tm2333986-9_4seq1.xml
OWNERSHIP DOCUMENT
X0508
4
2023-12-31
0
0001415404
EchoStar CORP
SATS
0001197815
ORBAN PAUL W
100 INVERNESS TERRACE EAST
ENGLEWOOD
CO
80112
0
1
0
0
EVP and CFO, DISH
0
Class A Common Stock
2023-12-31
4
A
0
3053
A
3053
D
Class A Common Stock
2023-12-31
4
A
0
532
A
656
I
By 401(K)
Class A Common Stock
2024-01-01
4
M
0
189
A
3242
D
Class A Common Stock
2024-01-01
4
F
0
65
16.57
D
3177
D
Employee Stock Option (Right to Buy)
57.01
2023-12-31
4
A
0
65264
A
2032-07-22
Class A Common Stock
65264
65264
D
Employee Stock Option (Right to Buy)
57.01
2023-12-31
4
A
0
35087
A
2032-07-22
Class A Common Stock
35087
35087
D
Employee Stock Option (Right to Buy)
57.01
2023-12-31
4
A
0
13681
A
2032-07-22
Class A Common Stock
13681
13681
D
Employee Stock Option (Right to Buy)
57.01
2023-12-31
4
A
0
14148
A
2032-02-01
Class A Common Stock
14148
14148
D
Employee Stock Option (Right to Buy)
165.11
2023-12-31
4
A
0
10526
A
2027-01-01
Class A Common Stock
10526
10526
D
Restricted Stock Units
2023-12-31
4
A
0
189
A
2024-01-01
Class A Common Stock
189
189
D
Restricted Stock Units
2024-01-01
4
M
0
189
0
D
2024-01-01
Class A Common Stock
189
0
D
Received in exchange for shares of Class A Common Stock, par value $.01 par value per share (DISH Class A Common Stock"), of DISH in connection of 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").
40% of the shares underlying these options vested immediately upon the grant date. The remaining 60% of the shares underlying these options vest 20% per year on each of July 1, 2023, July 1, 2024 and July 1, 2025.
Received in exchange for a non-employee director stock option to acquire shares of DISH Class A Common Stock in connection with Merger. 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 (ii) 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
The shares underlying these options vest 20% per year on each of July 1, 2023, July 1, 2024, July 1, 2025, July 1, 2026 and July 1, 2027.
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.
The grant is subject to achievement of certain performance criteria prior to December 31, 2026 and will vest based on achievement of such criteria. The performance criteria are not tied to the market price of the Issuer's securities.
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.
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 Issuer Class A Common Stock.
Received in exchange for restricted stock units representing a contingent right to receive DISH Class A Common Stock in connection with the Merger. At the Effective Time, each restricted stock unit held by the reporting person was converted into an Issuer RSU 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 restricted stock unit award immediately prior to the Effective Time, multiplied by (ii) the Exchange Ratio.
Represents shares withheld to cover certain tax obligations in connection with the vested Restricted Stock Units listed in Table II.
/s/ Paul W. Orban, by Dean Manson, Attorney-in-Fact
2024-01-03