0001104659-24-001015.txt : 20240103 0001104659-24-001015.hdr.sgml : 20240103 20240103190806 ACCESSION NUMBER: 0001104659-24-001015 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: Ortolf Tom A CENTRAL INDEX KEY: 0001327225 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33807 FILM NUMBER: 24509085 MAIL ADDRESS: STREET 1: DISH NETWORK CORPORATION STREET 2: 9601 SOUTH MERIDIAN BLVD 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 tm2333986-10_4seq1.xml OWNERSHIP DOCUMENT X0508 4 2023-12-31 0 0001415404 EchoStar CORP SATS 0001327225 Ortolf Tom A 100 INVERNESS TERRACE EAST ENGLEWOOD CO 80112 1 0 0 0 0 Class A Common Stock 2023-12-31 4 A 0 3698 A 3698 D Class A Common Stock 2023-12-31 4 A 0 23236 A 35644 I By Partnership Class A Common Stock 2023-12-31 4 A 0 70 A 70 I By Reporting Person's child Non-Employee Director Stock Option 71.17 2023-12-31 4 A 0 1754 A 2024-01-01 Class A Common Stock 1754 1754 D Non-Employee Director Stock Option 101.09 2023-12-31 4 A 0 1754 A 2025-01-01 Class A Common Stock 1754 1754 D Non-Employee Director Stock Option 92.17 2023-12-31 4 A 0 1754 A 2026-01-01 Class A Common Stock 1754 1754 D Non-Employee Director Stock Option 92.46 2023-12-31 4 A 0 1754 A 2027-01-01 Class A Common Stock 1754 1754 D Non-Employee Director Stock Option 40.02 2023-12-31 4 A 0 1754 A 2028-01-01 Class A Common Stock 1754 1754 D Employee Stock Option (Right to Buy) 16.57 2024-01-01 4 A 0 1403 0 A 2034-01-01 Class A Common Stock 1403 1403 I By Reporting Person's child Received in exchange for shares of Class A Common Stock, par value $.01 par value per share (DISH Class A Common Stock"), of DISH Network Corporation, a Nevada corporation ("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"). The Reporting Person disclaims beneficial ownership of these shares, except to the extent of their pecuniary interest therein and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. The shares underlying the option were 100% vested upon the date of the grant. 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 the option vest at a rate of 20% per year from the date of grant. /s/ Tom A. Ortolf, by Dean Manson, Attorney-in-Fact 2024-01-03