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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) | 11/30/2018 | G(2) | 4,969,546 | (1) | (1) | Class A Common Stock | 4,969,546 | (1) | 0 | D (3) (4) | ||||
| Class B Common Stock | (5) | 11/30/2018 | G(6) | 5,388,573 | (5) | (5) | Class A Common Stock | 5,388,573 | (5) | 2,611,427 | D (3) (7) | ||||
| Class B Common Stock | (8) | (8) | (8) | Class A Common Stock | 4,890,958 | 4,890,958 | D (3) (9) | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Ergen Three Year 2015 SATS GRAT 1623 CENTRAL AVENUE, SUITE 214 CHEYENNE, WY 82001 |
Joint Filing Group | |||
| ERGEN TWO YEAR 2017 SATS GRAT 9601 S. MERIDIAN BLVD. ENGLEWOOD, CO 80112 |
X | |||
| ERGEN THREE YEAR 2017 SATS GRAT 9601 S. MERIDIAN BLVD. ENGLEWOOD, CO 80112 |
Joint Filing Group | |||
| /s/ William R. Gouger, Trustee of the Ergen Three-Year 2015 SATS GRAT, by Joseph Turitz, his Attorney-in-Fact | 12/04/2018 | |
| **Signature of Reporting Person | Date | |
| /s/ Cantey M. Ergen, Trustee of the Ergen Two-Year 2017 SATS GRAT, by Joseph Turitz, her Attorney-in-Fact | 12/04/2018 | |
| **Signature of Reporting Person | Date | |
| /s/ Cantey M. Ergen, Trustee of the Ergen Three-Year 2017 SATS GRAT, by Joseph Turitz, her Attorney-in-Fact | 12/04/2018 | |
| **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 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 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. |
| (2) | Pursuant to the terms of the 2015 GRAT, 3,489,069 shares were distributed to Mr. Ergen as an annuity payment on November 30, 2018 and the remaining 1,480,477 shares were distributed to a trust established by Mr. Ergen for the benefit of his family. Following these distributions, the 2015 GRAT expired in accordance with its terms. |
| (3) | 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 3, 2018) occurs. The dispositive and voting power of the shares held by each of the GRATs is independent of each other. |
| (4) | These securities are owned directly by the 2015 GRAT. |
| (5) | On November 30, 2017, Mr. Ergen established the Ergen Two-Year 2017 SATS GRAT (the "2017 November GRAT"), and contributed 8,000,000 Class B shares to the 2017 November GRAT. The 2017 November 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) | Pursuant to the terms of the 2017 November GRAT, 5,388,573 Class B shares were distributed as an annuity to Mr. Ergen, with the 2017 November GRAT retaining 2,611,427 Class B shares. The 2017 November GRAT is scheduled to expire in accordance with its terms on November 30, 2019. |
| (7) | These securities are owned directly by the 2017 November GRAT. |
| (8) | On May 30, 2017, Mr. Ergen established the Ergen Three-Year 2017 SATS GRAT (the "2017 May GRAT"), and contributed a total of 7,600,000 Class B shares to the 2017 May GRAT. The 2017 May GRAT currently holds 4,890,958 Class B shares. The 2017 May 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. |
| (9) | These securities are owned directly by the 2017 May GRAT. |