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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 | (5) | 09/08/2009 | G(6) | V | 59,357,807 | (5) | (5) | Class A Common Stock | 59,357,807 | (5) | 15,642,193 | I | I (6) | ||
Class B Common Stock | (5) | 09/08/2009 | G(6) | V | 59,357,807 | (5) | (5) | Class A Common Stock | 59,357,807 | (5) | 209,296,025 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ERGEN CHARLES W 9601 S. MERIDIAN BLVD. ENGLEWOOD, CO 80112 |
X | X | President, Chairman and CEO | |
ERGEN CANTEY 9601 S. MERIDIAN BLVD. ENGLEWOOD, CO 80112 |
X |
/s/ Mr. Charles W. Ergen, by Brandon Ehrhart, his Attorney in Fact | 09/10/2009 | |
**Signature of Reporting Person | Date | |
/s/ Ms. Cantey Ergen, by Brandon Ehrhart, her Attorney in Fact | 09/10/2009 | |
**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) | Held by Mr. Charles W. Ergen in a 401(k) account. |
(2) | Held by Ms. Cantey Ergen. |
(3) | Held by Ms. Cantey Ergen in a 401(k) account. |
(4) | The shares are held by a custodian for the reporting persons' minor children. The reporting persons disclaim beneficial ownership of the shares, except to the extent of their pecuniary interest therein. |
(5) | The holder may elect to convert any or all of the Class B shares into an equal number of Class A shares at any time for no additional consideration. |
(6) | On September 5, 2008 the reporting persons established the Ergen 2008 Two-Year GRAT, contributing 75,000,000 Class B shares. Pursuant to the terms of the Ergen 2008 Two-Year GRAT dated September 5, 2008, 59,357,807 shares were distributed as an annuity to Mr. Ergen on September 8, 2009, with the Ergen 2008 Two-Year GRAT dated September 5, 2008 retaining 15,642,193 shares. The Ergen 2008 Two-Year GRAT dated September 5, 2008 expires on September 5, 2010. |