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