p13-0522sc13ga.htm

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G/A
 
 
Under the Securities Exchange Act of 1934
 
(Amendment No. 1)*
 
EchoStar Corporation
(Name of Issuer)
 
Class A Common Stock, par value $0.001 per share
(Title of Class of Securities)
 
278768106
(CUSIP Number)
 
December 31, 2012
(Date of event which requires filing of this statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
 
¨
Rule 13d-1(b)
x
Rule 13d-1(c)
¨
Rule 13d-1(d)
 
(Page 1 of 5 Pages)

______________________________
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 

 
    

 
 
 
CUSIP No.  278768106
 
13G/A
Page 2 of 5 Pages



     
1
NAMES OF REPORTING PERSONS
Highbridge Capital Management, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
1,861,889 shares of Class A Common Stock
 
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
1,861,889 shares of Class A Common Stock
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,861,889 shares of Class A Common Stock
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.69%
12
TYPE OF REPORTING PERSON
OO

 
    

 
 
 
CUSIP No.  278768106
 
13G/A
Page 3 of 5 Pages



     
1
NAMES OF REPORTING PERSONS
Glenn Dubin
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
1,861,889 shares of Class A Common Stock
 
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
1,861,889 shares of Class A Common Stock
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,861,889 shares of Class A Common Stock
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.69%
12
TYPE OF REPORTING PERSON
IN
 

 
    

 
 
 
CUSIP No.  278768106
 
13G/A
Page 4 of 5 Pages


This Amendment No. 1 (this “Amendment”) amends the statement on Schedule 13G filed on October 5, 2012 (as amended, the “Schedule 13G”), with respect to the shares of Class A Common Stock, par value $0.001 per share (the “Class A Common Stock”), of EchoStar Corporation, a Nevada corporation (the “Company”).  Capitalized terms used herein and not otherwise defined have the meanings set forth in the Schedule 13G. This Amendment amends and restates Items 4(a), 4(b) and 5 in their entirety as set forth below.

Item 4.
OWNERSHIP.
   
 
(a)           Amount beneficially owned:
 
As of the date hereof, (i) Highbridge Capital Management, LLC, as the trading manager of Highbridge International LLC, Highbridge Long/Short Institutional Fund, Ltd., Highbridge Long-Term Equity Master Fund, L.P., and Highbridge Long/Short Equity Master Fund, L.P. (collectively, the "Highbridge Funds") may be deemed to be the beneficial owner of 1,861,889 shares of Class A Common Stock held by the Highbridge Funds and (ii) Glenn Dubin, as the Chief Executive Officer of Highbridge Capital Management, LLC, may be deemed to be the beneficial owner of the 1,861,889 shares of Class A Common Stock held by the Highbridge Funds.
 
(b)           Percent of class:
 
The percentages used herein and in the rest of this Schedule 13G are calculated based upon 39,691,808 shares of Class A Common Stock issued and outstanding as of November 1, 2012, as disclosed in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2012, filed with the Securities and Exchange Commission on November 6, 2012.  Therefore, as of the date hereof, based on the Company’s outstanding shares of Class A Common Stock, each of Highbridge Capital Management, LLC and Glenn Dubin may be deemed to beneficially own approximately 4.69% of the outstanding shares of Class A Common Stock of the Company.
 
The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the shares of Class A Common Stock held by the Highbridge Funds.  In addition, Glenn Dubin disclaims beneficial ownership of the shares of Class A Common Stock held by each of the Highbridge Funds.

 
Item 5.
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
   
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [X]
 

 
    

 
 
 
CUSIP No.  278768106
 
13G/A
Page 5 of 5 Pages


SIGNATURES


After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

DATED:  February 13, 2013

 
HIGHBRIDGE CAPITAL MANAGEMENT, LLC
  
     
By:
/s/ John Oliva
  
Name:
John Oliva
  
Title:
Managing Director
  
     
 
   
/s/ Glenn Dubin  
   
GLENN DUBIN