James Defranco - Dec 31, 2023 Form 4 Insider Report for EchoStar CORP (SATS)

Role
Director
Signature
/s/ James DeFranco, by Dean Manson, Attorney-in-Fact
Stock symbol
SATS
Transactions as of
Dec 31, 2023
Transactions value $
$298
Form type
4
Date filed
1/3/2024, 07:30 PM
Previous filing
Jun 16, 2023
Next filing
Mar 8, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SATS Class A Common Stock Award +107K 107K Dec 31, 2023 Direct F1
transaction SATS Class A Common Stock Award +46.1K +1245.38% 49.8K Dec 31, 2023 I F1, F2
transaction SATS Class A Common Stock Award +816K 816K Dec 31, 2023 I F1, F3
transaction SATS Class A Common Stock Award +19.4K +193.63% 29.4K Dec 31, 2023 I F1, F4
transaction SATS Class A Common Stock Award +599K 599K Dec 31, 2023 I F1, F5
transaction SATS Class A Common Stock Award +1.88M 1.88M Dec 31, 2023 I F1, F6
transaction SATS Class A Common Stock Award +1.07M 1.07M Dec 31, 2023 I F1, F7
transaction SATS Class A Common Stock Options Exercise +55 +0.05% 107K Jan 1, 2024 Direct F11
transaction SATS Class A Common Stock Tax liability $298 +18 +0.02% $16.57 107K Jan 1, 2024 Direct F14

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 +21.1K 21.1K Dec 31, 2023 Class A Common Stock 21.1K $165.11 Direct F8, F9
transaction SATS Employee Stock Option (Right to Buy) Award +35.1K 35.1K Dec 31, 2023 Class A Common Stock 35.1K $100.95 Direct F9, F10
transaction SATS Restricted Stock Units Award +55 55 Dec 31, 2023 Class A Common Stock 55 Direct F11, F12, F13
transaction SATS Restricted Stock Units Options Exercise $0 -55 -100% $0.00* 0 Jan 1, 2024 Class A Common Stock 55 Direct F11, F12
* 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 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").
F2 By 401(k).
F3 The share are held by the reporting person as a general partner of a limited partnership.
F4 The shares are held by the reporting person in an irrevocable trust for the benefit of his children and grandchildren. The reporting person disclaims beneficial ownership of the shares
F5 The shares are held by the reporting person as the manager of a limited liability corporation ("LLC"). As manager of the LLC, the reporting person has sole voting and dispositive power over the shares. The reporting person disclaims beneficial ownership of the shares.
F6 The shares are held by the reporting person as a general partner of a different limited partnership.
F7 The shares are held by the reporting person as the manager of a different limited liability company ("LLC II"). As manager of the LLC II, the reporting person has sole voting and dispositive power over the shares. The reporting person disclaims beneficial ownership of the shares.
F8 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.
F9 Received in exchange for an employee stock option to acquire shares of DISH Class A Common Stock in connection of the Merger Agreement. 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.
F10 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.
F11 Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of Issuer Class A Common Stock, which will be issued to the reporting person immediately upon vesting.
F12 The RSUs vest in three equal annual installments, commencing upon January 1, 2022.
F13 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.
F14 Represents shares withheld to cover certain tax obligations in connection with vested Restricted Stock Units Listed in Table II.