Orban Paul W Form 4 EchoStar / PAUL W ORBAN ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ORBAN PAUL W

(Last) (First) (Middle)

9601 S. MERIDIAN BLVD.

(Street)

ENGLEWOOD CO 80112

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
EchoStar CORP [ SATS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, CFO, DISH

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right To Buy)	$14.04	04/01/2024		A		100,000		(1)	04/01/2034	Class A Common Stock	100,000	$0	100,000	D
Employee Stock Option (Right To Buy)	$57.01	04/01/2024		D(2)			65,264	(3)	07/22/2032	Class A Common Stock	65,264	$0	0	D
Employee Stock Option (Right To Buy)	$57.01	04/01/2024		D(2)			35,087	(4)	07/22/2032	Class A Common Stock	35,087	$0	0	D
Employee Stock Option (Right To Buy)	$57.01	04/01/2024		D(2)			1,871	(5)	07/22/2032	Class A Common Stock	1,871	$0	0	D
Employee Stock Option (Right To Buy)	$57.01	04/01/2024		D(2)			14,034	(6)	02/01/2032	Class A Common Stock	14,034	$0	0	D
Employee Stock Option (Right To Buy)	$14.04	04/01/2024		A(2)		55,062		(7)	04/01/2034	Class A Common Stock	55,062	$0	55,062	D
Employee Stock Option (Right to Buy)	$14.04	04/01/2024		A(2)		54,177		(8)	04/01/2034	Class A Common Stock	54,177	$0	54,177	D
Employee Stock Option (Right to Buy)	$14.04	04/01/2024		A(2)		7,017		(6)	04/01/2034	Class A Common Stock	7,017	$0	7,017	D

Explanation of Responses:

1. The shares underlying the options vest at the rate of 20% per year, commencing upon April 1, 2025.

2. These transactions reported herein reflect the exchange of "underwater" options to acquire shares of the Issuer's Class A Common Stock pursuant to the terms and conditions set forth in the Issuer's Offer to Exchange Eligible Stock Options dated March 4, 2024, which expired on April 1, 2024 (the "Exchange"). Effective April 1, 2024, the Issuer cancelled the options the Reporting Person elected to exchange and granted to the Reporting Person new options with, among other new terms, a new exercise price, a different vesting schedule and in certain cases a different number of options, for options that are not subject to achievement of certain performance criteria. The new exercise price is $14.04, which is the closing price of the Issuer's Class A Common Stock on April 1, 2024.

3. 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.

4. 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.

5. 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.

6. 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.

7. 40% of the shares underlying these options vested immediately upon the grant date. The remaining 60% of the shares underlying these options vest 30% per year on each of April 1, 2025 and April 1, 2026.

8. The shares underlying these options vest 25% per year on each of April 1, 2025, April 1, 2026, April 1, 2027 and April 1, 2028.

	/s/ Paul W. Orban, by Dean A. Manson, Attorney-in-Fact	04/03/2024
	** Signature of Reporting Person	Date
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