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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 | (4) | 07/19/2018 | J(1) | 33,790,620 | (4) | (4) | Class A Common Stock | 33,790,620 | $ 0 | 0 | I | I (2) (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Centennial Fiduciary Management LLC 1623 CENTRAL AVENUE SUITE 214 CHEYENNE, WY 82001 |
X |
Mr. William R. Gouger, Director, Centennial Fiduciary Management LLC, by Brandon Ehrhart his Attorney in Fact | 07/23/2018 | |
**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 July 19, 2018, certain trusts established by Mr. Charles W. Ergen for the benefit of his family contributed 33,790,620 shares of Class B Common Stock and 67,000 shares of Class A Common Stock to Telluray Holdings, LLC ("Telluray Holdings") in exchange for membership units in Telluray Holdings. |
(2) | The shares are owned beneficially by Centennial Fiduciary Management LLC solely by virtue of its position as trustee of certain trusts established by Mr. Ergen for the benefit of his family, as described in the Schedule 13D filed by the reporting person on July 20, 2018. |
(3) | The reporting person disclaims beneficial ownership of the shares, except to the extent of its pecuniary interest therein. |
(4) | The holder of Class B shares may elect to convert any or all of their Class B shares into an equal number of Class A shares at any time for no additional consideration. |