EchoStar (SATS) Form 3 EchoStar / Two-Year May 2023 DISH GRAT Ergen ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Ergen Two-Year May 2023 DISH GRAT

(Last) (First) (Middle)

9601 S. MERIDIAN BLVD

(Street)

ENGLEWOOD CO 80112

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/31/2023

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

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

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	9,122,802(1)	D(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(3)	(3)	Class A Common Stock	9,824,556(4)	(3)	D(2)

Explanation of Responses:

1. Pursuant to the Amended and Restated Agreement and Plan of Merger, dated as of October 2, 2023 (the "Merger Agreement") by and among the Issuer, DISH Network Corporation ("DISH") and EAV Corp, a Nevada corporation and a wholly owned direct subsidiary of the Issuer ("Merger Sub"), 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"). Pursuant to the Merger Agreement, at the effective time of the Merger each share of Class A common stock, par value $0.01, of DISH was converted into the right to receive 0.350877 shares of Class A common stock, $0.001 per share, of the Issuer.

2. On May 12, 2023, Mr. Charles W. Ergen established the Ergen Two-Year May 2023 DISH GRAT (the "2023 May GRAT"). The 2023 May GRAT is scheduled to expire in accordance with its terms on May 12, 2025. Mrs. Cantey M. Ergen serves as the trustee of the 2023 May GRAT.

3. The reporting person may elect to convert any or all of its Class B shares into an equal number of Class A shares at any time for no additional consideration.

4. Pursuant to the Merger Agreement, at the effective time of the Merger each share of Class B common stock, par value $0.01, of DISH was converted into the right to receive 0.350877 shares of Class B common stock, $0.001 per share, of the Issuer.

	/s/ Cantey M. Ergen, Trustee of the ERGEN TWO-YEAR MAY 2023 DISH GRAT, by Dean Manson, her Attorney-in-Fact	01/04/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
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