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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 | ||||||||
Employee Stock Option (Right to Buy) | $ 29.54 | 11/30/2015 | M | 500,000 | (6) | 03/31/2018 | Class A Common Stock | 500,000 | $ 0 | 0 | D | ||||
Class B Common Stock | (7) | 11/30/2015 | G(8) | V | 380,240 | (7) | (7) | Class A Common Stock | 380,240 | (7) | 35,804,038 | D | |||
Class B Common Stock | (7) | 11/30/2015 | G(9) | V | 9,000,000 | (7) | (7) | Class A Common Stock | 9,000,000 | (7) | 26,804,038 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ERGEN CHARLES W 100 INVERNESS TERRACE EAST ENGLEWOOD, CO 80112 |
X | X | Chairman |
/s/ Dean A. Manson, his Attorney-in-Fact | 12/02/2015 | |
**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) | This transaction involved a gift of shares by the reporting person to, among others, one of the reporting person's children and to the custodian for another of the reporting person's children. |
(2) | This transaction involved a gift of shares by the reporting person to a trust established by the reporting person for the benefit of his family. |
(3) | The reporting person disclaims beneficial ownership of the shares, except to the extent of his 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. |
(4) | The shares are held by a custodian for the reporting person's child. The reporting person disclaims beneficial ownership of the 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. |
(5) | The shares are held by a charitable foundation. The reporting person is an officer of the charitable foundation and has both investment control and voting power for the foundation. The reporting person disclaims beneficial ownership of the shares, except to the extent of their pecuniary interest therein. |
(6) | The shares underlying the option vested at the rate of 20% per year, commencing on March 31, 2009. |
(7) | 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. |
(8) | Pursuant to the terms of the Ergen Five-Year 2010 SATS GRAT, 380,240 shares were distributed as an annuity to Mr. Ergen on November 30, 2015, and the remaining 1,076,458 shares were distributed to a trust, the beneficiaries of which are members of the reporting person's family. Trusts for the reporting person's family members hold 4,808,205 Class B shares following this distribution. Following this distribution, the Ergen Five-Year 2010 SATS GRAT expired pursuant to its terms. |
(9) | On November 30, 2015, the reporting person established the Ergen Three-Year 2015 SATS GRAT, a grantor retained annuity trust, and contributed a total of 9,000,000 Class B shares to such trust. |