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If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) |
The reporting person disclaims beneficial ownership of the shares, except to the extent of her pecuniary interest therein and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
(2) |
The shares are held by a charitable foundation. The reporting person is an officer of the charitable foundation and shares voting and dispositive power for the foundation with her spouse, Charles W. Ergen. The reporting person disclaims beneficial ownership of the shares, except to the extent of her pecuniary interest therein and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
(3) |
These shares are held by a trust for which the reporting person has durable power of attorney for the beneficiary of the trust. The reporting person disclaims beneficial ownership of the shares, except to the extent of her pecuniary interest therein and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
(4) |
The holder of the shares of Class B Common Stock may elect to convert any or all of their shares of Class B Common Stock into an equal number of shares of Class A Common Stock at any time for no additional consideration. |
(5) |
On July 19, 2018, Mrs. Ergen's spouse, Charles W. Ergen, for estate planning purposes, contributed 8,000,000 shares of Class B Common Stock to Telluray Holdings, LLC ("Telluray") in exchange for membership units in Telluray. Also on July 19, 2018, certain trusts established by Mr. Ergen for the benefit of his family contributed 4,808,205 shares of Class B Common Stock to Telluray in exchange for membership units in Telluray. Mr. Ergen and Mrs. Ergen are the managers of Telluray. Mrs. Ergen has sole voting power over the shares of Class B Common Stock held by Telluray and Mr. Ergen and Mrs. Ergen share dispositive power over the shares of Class B Common Stock held by Telluray. The reporting person disclaims beneficial ownership of the shares, except to the extent of her pecuniary interest therein and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
(6) |
On May 30, 2017, Mrs. Ergen's spouse, 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 such trust. The 2017 May GRAT currently holds 4,890,958 Class B shares and is scheduled to expire in accordance with its terms on May 30, 2020. Mrs. Ergen serves as the trustee of the 2017 May GRAT. |
(7) |
On November 30, 2017, Mrs. Ergen's spouse, Mr. Ergen, established the Ergen Two-Year 2017 SATS GRAT (the "2017 November GRAT") and contributed a total of 8,000,000 Class B shares to such trust. The 2017 November GRAT is scheduled to expire in accordance with its terms on November 30, 2019. Mrs. Ergen serves as the trustee of the 2017 November GRAT. |