UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF 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. | SEC 1473 (7-02) | ||
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. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Class B Common Stock | Â (1) | Â (1) | Class A Common Stock | 12,808,205 | $ (1) (2) | D | Â |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Telluray Holdings, LLC 1623 CENTRAL AVENUE SUITE 214 CHEYENNE, WY 82001 |
 |  X |  |  |
/s/ Cantey M. Ergen, Manager of Telluray Holdings, LLC, by Joseph Turitz, her Attorney-in-Fact | 07/23/2018 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(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, Mr. 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 his spouse, Cantey M. 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. |
(2) | The holder of the shares of Class B stock 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. |