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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Class B Common Stock | (5) | 11/10/2008 | G(6) | V | 3,375,812 | (5) | (5) | Class A Common Stock | 3,375,812 | (5) | 1,850,367 | I | I (6) | ||
Class B Common Stock | (5) | 11/10/2008 | G(6) | V | 3,375,812 | (5) | (5) | Class A Common Stock | 3,375,812 | (5) | 44,987,642 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ERGEN CHARLES W 90 INVERNESS CIRCLE EAST ENGLEWOOD, CO 80112 |
X | X | Chairman and CEO |
/s/ Charles W. Ergen, by Brandon Ehrhart, his Attorney in Fact | 11/12/2008 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Held by Ms. Cantey Ergen. |
(2) | The shares are held by a custodian for the reporting person's minor children. The reporting person disclaims beneficial ownership of the shares, except to the extent of his pecuniary interest therein. |
(3) | Held by Mr. Charlie Ergen in a 401(k) account. |
(4) | Held by Ms. Cantey Ergen in a 401(k) account. |
(5) | The holder of the shares of Class B stock may elect to convert any or all of their Class B shares into an equal number of Class A shares at any time for no additional consideration. |
(6) | The shares were received in connection with the spin-off of DISH Network Corporation's ("DISH") technology and certain infrastructure assets effective on January 1, 2008 (the "Spin-Off"). Pursuant to the terms of the Ergen Three-Year GRAT, on November 10, 2008 all 1,474,255 shares held by the Ergen Three-Year GRAT were distributed as an annuity to Mr. Ergen, and following the distribution, the Ergen Three-Year GRAT expired in accordance with its terms. Pursuant to the terms of the Ergen-Four Year GRAT, 1,090,733 shares were distributed as an annuity to Mr. Ergen on November 10, 2008, with the Ergen Four-Year GRAT retaining 693,371 shares. The Ergen Four-Year GRAT expires on November 9, 2009. Pursuant to the terms of the Ergen Five-Year GRAT, 810,824 shares were distributed as an annuity to Mr. Ergen on November 10, 2008, with the Ergen Five-Year GRAT retaining 1,156,996 shares. The Ergen Five-Year GRAT expires on November 9, 2010. |