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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 | (6) | 01/01/2008 | J(1) | V | 41,611,830 | (6) | (6) | Class A Common Stock | 41,611,830 | (6) | 41,611,830 | D | |||
| Class B Common Stock | (6) | 11/09/2006 | J(1) | V | 5,226,180 | (6) | (6) | Class A Common Stock | 5,226,180 | (6) | 5,226,180 | I | I (7) | ||
| Class B Common Stock | (6) | 11/09/2007 | J(1) | V | 849,030 | (6) | (6) | Class A Common Stock | 849,030 | (6) | 849,030 | I | I (8) | ||
| Employee Stock Option (Right to Buy) | $ 24.95 | 01/01/2008 | A(9) | V | 180,000 | (10) | 09/30/2015 | Class A Common Stock | 180,000 | $ 0 | 180,000 | D | |||
| Employee Stock Option (Right to Buy) | $ 28.06 | 01/01/2008 | A(9) | V | 100,000 | (11) | 12/31/2014 | Class A Common Stock | 100,000 | $ 0 | 100,000 | D | |||
| Employee Stock Option (Right to Buy) | $ 25.95 | 01/01/2008 | A(9) | V | 80,000 | (12) | 06/30/2014 | Class A Common Stock | 80,000 | $ 0 | 80,000 | D | |||
| Employee Stock Option (Right to Buy) | $ 24.37 | 01/01/2008 | A(9) | V | 16,000 | (13) | 03/31/2013 | Class A Common Stock | 16,000 | $ 0 | 16,000 | D | |||
| Employee Stock Option (Right to Buy) | $ 5.06 | 01/01/2008 | A(9) | V | 80,000 | (14) | 02/17/2009 | Class A Common Stock | 80,000 | $ 0 | 80,000 | D | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| ERGEN CHARLES W 9601 S. MERIDIAN BLVD. ENGLEWOOD, CO 80112 |
X | X | Chairman and CEO | |
| /s/ Charles W. Ergen, by Robert Rehg, his Attorney in Fact | 01/04/2008 | |
| **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 shares were received in connection with a spin-off of EchoStar Communications Corporation's ("ECC") technology and certain infrastructure assets effective on January 1, 2008 (the "Spin-Off"). |
| (2) | Held by Ms. Cantey Ergen. |
| (3) | The shares are held by a custodian for the reporting person's minor children. The reporting person disclaims beneficial ownership of the shares, except to the extent of his pecuniary interest therein. |
| (4) | By 401(k). |
| (5) | Held by Ms. Cantey Ergen in a 401(k) account. |
| (6) | 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. |
| (7) | Held by Grantor Retained Annuity Trusts. |
| (8) | The shares are held in trust for the reporting person's family members. The reporting person disclaims beneficial ownership of the shares, except to the extent of his pecuniary interest therein. |
| (9) | The option was issued in connection with the Spin-Off. Under the terms of the employee matters agreement executed between the issuer and ECC, the exercise price of the option became calculable on January 2, 2008. |
| (10) | The grant is subject to achievement of certain performance criteria and was 20% vested on the date of grant with the remaining 80% vesting at the rate of 10% per year commencing September 30, 2008 until September 30, 2009, and then at the rate of 20% per year thereafter. |
| (11) | The shares underlying the option were 100% vested on the date of grant. |
| (12) | The shares underlying the option were 60% vested on the date of grant with the remaining 40% vesting at the rate of 20% per year commencing on June 30, 2008. |
| (13) | The shares underlying the option were 80% vested on the date of grant with the remaining 20% vesting on March 31, 2008. |
| (14) | The grant is subject to achievement of certain performance criteria and was 100% vested on the date of grant. |