Edgar Filing: EchoStar CORP

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT 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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Ergen Two-Year 2009 SATS GRAT

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

(Last)

(First)

(Middle)

400 INVERNESS PARKWAY, SUITE 250

3. Date of Earliest Transaction (Month/Day/Year)
11/30/2011

(Street)

ENGLEWOOD, CO 80112

4. If Amendment, Date 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

(City)

(State)

(Zip)

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

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)

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 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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Class B Common Stock

⁽¹⁾

11/30/2011

G⁽³⁾

8,051,375

⁽¹⁾

Class A Common Stock

8,051,375

⁽¹⁾

D ⁽³⁾ ⁽⁸⁾

Class B Common Stock

⁽²⁾

11/30/2011

G⁽⁴⁾

1,075,325

⁽²⁾

Class A Common Stock

1,075,325

⁽²⁾

1,424,675

D ⁽⁴⁾ ⁽⁸⁾

Class B Common Stock

⁽²⁾

11/30/2011

G⁽⁵⁾

657,326

⁽²⁾

Class A Common Stock

657,326

⁽²⁾

1,842,674

D ⁽⁵⁾ ⁽⁸⁾

Class B Common Stock

⁽²⁾

11/30/2011

G⁽⁶⁾

451,048

⁽²⁾

Class A Common Stock

451,048

⁽²⁾

2,048,952

D ⁽⁶⁾ ⁽⁸⁾

Class B Common Stock

⁽²⁾

11/30/2011

G⁽⁷⁾

329,423

⁽²⁾

Class A Common Stock

329,423

⁽²⁾

2,170,577

D ⁽⁷⁾ ⁽⁸⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Ergen Two-Year 2009 SATS GRAT 400 INVERNESS PARKWAY, SUITE 250 ENGLEWOOD, CO 80112		X		Joint Filing Group
Ergen Two-Year 2010 SATS GRAT 400 INVERNESS PARKWAY ENGLEWOOD, CO 80112		X		Joint Filing Group
Ergen Three-Year 2010 SATS GRAT 400 INVERNESS PARKWAY ENGLEWOOD, CO 80112		X		Joint Filing Group
Ergen Four-Year 2010 SATS GRAT 400 INVERNESS PARKWAY ENGELWOOD, CO 80112		X		Joint Filing Group
Ergen Five-Year 2010 SATS GRAT 400 INVERNESS PARKWAY ENGLEWOOD, CO 80112		X		Joint Filing Group

Signatures

/s/ William R. Gouger, Trustee of the Ergen Two-Year 2009 SATS GRAT, by Brandon E. Ehrhart his Attorney in Fact		12/02/2011
^**Signature of Reporting Person		Date
/s/ William R. Gouger, Trustee of the Ergen Two-Year 2010 SATS GRAT, by Brandon E. Ehrhart his Attorney in Fact		12/02/2011
^**Signature of Reporting Person		Date
/s/ William R. Gouger, Trustee of the Ergen Three-Year 2010 SATS GRAT, by Brandon E. Ehrhart his Attorney in Fact		12/02/2011
^**Signature of Reporting Person		Date
/s/ William R. Gouger, Trustee of the Ergen Four-Year 2010 SATS GRAT, by Brandon E. Ehrhart his Attorney in Fact		12/02/2011
^**Signature of Reporting Person		Date
/s/ William R. Gouger, Trustee of the Ergen Five-Year 2010 SATS GRAT, by Brandon E. Ehrhart his Attorney in Fact		12/02/2011
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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, 2009, Charles W. Ergen established the Ergen Two-Year 2009 SATS GRAT, contributing 15,000,000 Class B shares. The Ergen Two-Year 2009 SATS 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)	On November 30, 2010, Charles W. Ergen established four GRATs, contributing 2,500,000 Class B shares to each, resulting in the transfer of a total of 10,000,000 Class B shares. Each 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.
(3)	Pursuant to the terms of the Ergen Two-Year 2009 SATS GRAT, 7,653,033 shares were distributed as an annuity to Mr. Ergen on November 30, 2011, and the remaining 398,342 shares were distributed to a trust, the beneficiares of which are members of Mr. Ergen's family. Following this distribution, the Ergen Two-Year 2009 SATS GRAT expired pursuant to its terms.
(4)	Pursuant to the terms of the Ergen Two-Year 2010 SATS GRAT, 1,075,325 shares were distributed as an annuity to Mr. Ergen on November 30, 2011, with the Ergen Two-Year 2010 SATS GRAT retaining 1,424,675 shares. The Ergen Two-Year 2010 SATS GRAT expires on November 30, 2012.
(5)	Pursuant to the terms of the Ergen Three-Year 2010 SATS GRAT, 657,326 shares were distributed as an annuity to Mr. Ergen on November 30, 2011, with the Ergen Three-Year 2010 SATS GRAT retaining 1,842,674 shares. The Ergen Three-Year 2010 SATS GRAT expires on November 30, 2013.
(6)	Pursuant to the terms of the Ergen Four-Year 2010 SATS GRAT, 451,048 shares were distributed as an annuity to Mr. Ergen on November 30, 2011, with the Ergen Four-Year 2010 SATS GRAT retaining 2,048,952 shares. The Ergen Four-Year 2010 SATS GRAT expires on November 30, 2014.
(7)	Pursuant to the terms of the Ergen Five-Year 2010 SATS GRAT, 329,423 shares were distributed as an annuity to Mr. Ergen on November 30, 2011, with the Ergen Five-Year 2010 SATS GRAT retaining 2,170,577 shares. The Ergen Five-Year 2010 SATS GRAT expires on November 30, 2015.
(8)	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 the 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 GRAT's Schedule 13D/A filed on December 1, 2011) occurs. The dispositive and voting power of the shares held by each of the GRATs is made 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.

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