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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 | ||||||||
Class B Common Stock | (1) | 05/31/2016 | G(2) | V | 4,394,665 (2) | (1) | (1) | Class A Common Stock | 4,394,665 | (1) | 2,680,131 | D (3) (4) | |||
Class B Common Stock | (5) | (5) | (5) | Class A Common Stock | 9,000,000 | 9,000,000 | D (4) (6) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ERGEN THREE YEAR 2014 SATS GRAT 5701 S. SANTA FE DRIVE LITTLETON, CO 80123 |
Joint Filing Group | |||
Ergen Three Year 2015 SATS GRAT 5701 S. SANTA FE DRIVE LITTLETON, CO 80123 |
X | Joint Filing Group |
/s/ William R. Gouger, Trustee of the Ergen Three-Year 2014 SATS GRAT, by Joseph Turitz, his Attorney-in-Fact | 06/02/2016 | |
**Signature of Reporting Person | Date | |
/s/ William R. Gouger, Trustee of the Ergen Three-Year 2015 SATS GRAT, by Joseph Turitz, his Attorney-in-Fact | 06/02/2016 | |
**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) | 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. |
(2) | Pursuant to the terms of the 2014 GRAT, 4,394,665 Class B shares were distributed as an annuity to Mr. Ergen on May 31, 2016, with the 2014 GRAT retaining 2,680,131 Class B shares. The 2014 GRAT expires in accordance with its terms on May 30, 2017. |
(3) | These securities are owned directly by the 2014 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 June 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 November 30, 2015, Charles W. Ergen established the Ergen Three-Year 2015 SATS GRAT (the "2015 GRAT"), and contributed 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. |
(6) | These securities are owned directly by the 2015 GRAT. |