John Swieringa - Dec 31, 2023 Form 4 Insider Report for EchoStar CORP (SATS)

Signature
/s/ John Swieringa, by Dean Manson, Attorney-in-Fact
Stock symbol
SATS
Transactions as of
Dec 31, 2023
Transactions value $
-$41,342
Form type
4
Date filed
1/3/2024, 07:04 PM
Previous filing
Jun 16, 2023
Next filing
Apr 3, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SATS Class A Common Stock Award +5.55K 5.55K Dec 31, 2023 Direct F1
transaction SATS Class A Common Stock Award +721 721 Dec 31, 2023 By 401(K) F1
transaction SATS Class A Common Stock Options Exercise +258 +4.65% 5.81K Jan 1, 2024 Direct F8
transaction SATS Class A Common Stock Options Exercise +7.02K +120.86% 12.8K Jan 1, 2024 Direct F8
transaction SATS Class A Common Stock Tax liability -$1.47K -89 -0.69% $16.57 12.7K Jan 1, 2024 Direct F12
transaction SATS Class A Common Stock Tax liability -$39.9K -2.41K -18.89% $16.57 10.3K Jan 1, 2024 Direct F12

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction SATS Employee Stock Option (Right to Buy) Award +110K 110K Dec 31, 2023 Class A Common Stock 110K $57.01 Direct F2, F3
transaction SATS Employee Stock Option (Right to Buy) Award +29.8K 29.8K Dec 31, 2023 Class A Common Stock 29.8K $57.01 Direct F3, F4
transaction SATS Employee Stock Option (Right to Buy) Award +9.59K 9.59K Dec 31, 2023 Class A Common Stock 9.59K $57.01 Direct F3, F5
transaction SATS Employee Stock Option (Right to Buy) Award +35.2K 35.2K Dec 31, 2023 Class A Common Stock 35.2K $57.01 Direct F3, F6
transaction SATS Employee Stock Option (Right to Buy) Award +21.1K 21.1K Dec 31, 2023 Class A Common Stock 21.1K $165.11 Direct F3, F7
transaction SATS Restricted Stock Units Award +28.1K 28.1K Dec 31, 2023 Class A Common Stock 28.1K Direct F8, F9, F10
transaction SATS Restricted Stock Units Award +258 258 Dec 31, 2023 Class A Common Stock 258 Direct F8, F10, F11
transaction SATS Restricted Stock Units Options Exercise $0 -258 -100% $0.00* 0 Jan 1, 2024 Class A Common Stock 258 Direct F8, F11
transaction SATS Restricted Stock Units Options Exercise $0 -7.02K -25% $0.00 21.1K Jan 1, 2024 Class A Common Stock 7.02K Direct F8, F11
transaction SATS Employee Stock Option (Right to Buy) Award $0 +175K $0.00 175K Jan 1, 2024 Class A Common Stock 175K $16.57 Direct F13
transaction SATS Restricted Stock Units Award +70.2K 70.2K Jan 1, 2024 Class A Common Stock 70.2K Direct F8, F14
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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").
F2 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.
F3 Received in exchange for an employee stock option to acquire shares of DISH Class A Common Stock in connection of the 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 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.
F4 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.
F5 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.
F6 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.
F7 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.
F8 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.
F9 The shares underlying the restricted stock units vest at a rate of 20% per year, commencing January 1, 2023.
F10 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.
F11 The RSUs vest in three equal annual installments, commencing upon January 1, 2022.
F12 Represents shares withheld to cover certain tax obligations in connection with vested Restricted Stock Units listed in Table II.
F13 The shares underlying these options vest 20% per year on each of January 1, 2025, January 1, 2026, January 1, 2027, January 1, 2028 and January 1, 2029.
F14 The RSUs vest 20% per year beginning upon January 1, 2025.