Three Year 2014 Sats Grat Ergen Form 4 EchoStar / THREE YEAR 2014 SATS GRAT ERGEN 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^*

Ergen Three Year 2015 SATS GRAT

(Last) (First) (Middle)

5701 S. SANTA FE DRIVE

(Street)

LITTLETON CO 80123

(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	X	10% Owner
	Officer (give title below)	X	Other (specify below)
Joint Filing Group

3. Date of Earliest Transaction (Month/Day/Year)
11/30/2016

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

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

	Form filed by One Reporting Person
X	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
Class B Common Stock	(1)	11/30/2016		G(2)	V		1,995,242(2)	(1)	(1)	Class A Common Stock	1,995,242	(1)	7,004,758	D(3)(4)
Class B Common Stock	(5)							(5)	(5)	Class A Common Stock	2,680,131		2,680,131	D(4)(6)

1. Name and Address of Reporting Person^*

Ergen Three Year 2015 SATS GRAT

(Last) (First) (Middle)

5701 S. SANTA FE DRIVE

(Street)

LITTLETON CO 80123

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ERGEN THREE YEAR 2014 SATS GRAT

(Last) (First) (Middle)

5701 S. SANTA FE DRIVE

(Street)

LITTLETON CO 80123

(City) (State) (Zip)

Explanation of Responses:

1. On November 30, 2015, Charles W. Ergen established a Grantor Retained Annuity Trust ("GRAT"), the Ergen Three-Year 2015 SATS GRAT (the "2015 GRAT"), and contributed a total of 9,000,000 Class B shares to the 2015 GRAT. The 2015 GRAT 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.

2. Pursuant to the terms of the 2015 GRAT, 1,995,242 Class B shares were distributed as an annuity to Mr. Ergen on November 30, 2016, with the 2015 GRAT retaining 7,004,758 Class B shares. The 2015 GRAT expires in accordance with its terms on November 30, 2018.

3. These securities are owned directly by the 2015 GRAT.

4. There is no formal agreement to vote or dispose of the shares owned by each GRAT in a particular manner, except that the trust agreement for each GRAT contains an irrevocable provision that provides that the trustee will not dispose of any shares of the issuer held by the GRAT unless a Change of Control Event (as defined in Item 6 of the GRATs' Schedule 13D/A filed on December 1, 2016) occurs. The dispositive and voting power of the shares held by each of the GRATs is independent of each other, except to the extent that Mr. William R. Gouger is the trustee of each of the GRATs and in that respect is able to control the disposition and voting of the shares of Class B Common Stock owned by each such GRAT.

5. On May 30, 2014, Charles W. Ergen established a Grantor Retained Annuity Trust ("GRAT"), the Ergen Three-Year 2014 SATS GRAT (the "2014 GRAT"), and contributed 10,000,000 Class B shares to the 2014 GRAT. The 2014 GRAT 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.

6. These securities are owned directly by the 2014 GRAT.

Remarks:

	/s/ William R. Gouger, Trustee of the Ergen Three-Year 2015 SATS GRAT, by Joseph Turitz, his Attorney-in-Fact	12/02/2016
	/s/ William R. Gouger, Trustee of the Ergen Three-Year 2014 SATS GRAT, by Joseph Turitz, his Attorney-in-Fact	12/02/2016
	** Signature of Reporting Person	Date
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