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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(5) | 8,000,000 | (4) | (4) | Class A Common Stock | 8,000,000 | $ 0 | 17,018,330 | D | ||||
Class B Common Stock | (4) | 07/19/2018 | J(5) | 12,808,205 | (4) | (4) | Class A Common Stock | 12,808,205 | $ 0 | 12,808,205 | I | I (5) | |||
Class B Common Stock | (4) | (4) | (4) | Class A Common Stock | 4,890,958 | 4,890,958 | I | I (6) | |||||||
Class B Common Stock | (4) | (4) | (4) | Class A Common Stock | 8,000,000 | 8,000,000 | I | I (7) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ERGEN CHARLES W 100 INVERNESS TERRACE EAST ENGLEWOOD, CO 80112 |
X | X | Chairman |
/s/ Joseph Turitz, 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) | The reporting person disclaims beneficial ownership of the shares, except to the extent of his 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 with his spouse, Cantey M. Ergen. The reporting person disclaims beneficial ownership of the shares, except to the extent of his 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 Mr. Ergen's spouse, Cantey M. Ergen, 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 his 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, Mr. 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 his 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, the reporting person 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. |
(7) | On November 30, 2017, the reporting person 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. |