EchoStar Form 4 / Paul Gaske ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Gaske Paul

(Last)

(First)

(Middle)

9601 S. MERIDIAN BLVD.

(Street)

ENGLEWOOD

80112

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
EchoStar CORP [ SATS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
COO, HUGHES

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)	$25.21	04/01/2024		D⁽¹⁾			28,102	⁽²⁾	04/01/2032	Class A Common Stock	28,102	$0	0	D
Employee Stock Option (Right to Buy)	$25.21	04/01/2024		D⁽¹⁾			11,898	⁽³⁾	04/01/2032	Class A Common Stock	11,898	$0	0	D
Employee Stock Option (Right to Buy)	$38.89	04/01/2024		D⁽¹⁾			17,287	⁽⁴⁾	10/01/2029	Class A Common Stock	17,287	$0	0	D
Employee Stock Option (Right to Buy)	$38.89	04/01/2024		D⁽¹⁾			7,713	⁽⁵⁾	10/01/2029	Class A Common Stock	7,713	$0	0	D
Employee Stock Option (Right to Buy)	$33.99	04/01/2024		D⁽¹⁾			61,885	⁽⁶⁾	01/01/2026	Class A Common Stock	61,885	$0	0	D
Employee Stock Option (Right to Buy)	$14.04	04/01/2024		A⁽¹⁾		68,520		⁽⁷⁾	04/01/2034	Class A Common Stock	68,520	$0	68,520	D
Employee Stock Option (Right to Buy)	$14.04	04/01/2024		A⁽¹⁾		20,300		⁽⁸⁾	04/01/2034	Class A Common Stock	20,300	$0	20,300	D

Explanation of Responses:

1. The transactions reported herein reflect the exchange of "underwater" options to acquire shares of the Issuer's Class A Common Stock pursuant to the terms and conditions set forth in the Issuer's Offer to Exchange Eligible Stock Options dated March 4, 2024, which expired on April 1, 2024 (the "Exchange"). Effective April 1, 2024, the Issuer cancelled the options the Reporting Person elected to exchange and granted to the Reporting Person new options with, among other new terms, a new exercise price, a different vesting schedule and in certain cases a different number of options, for options that are not subject to achievement of certain performance criteria. The new exercise price is $14.04, which is the closing price of the Issuer's Class A Common Stock on April 1, 2024.

2. The option vests as to 8,000 shares on each of April 1, 2023 and April 1, 2024, and thereafter in three equal annual installments beginning on April 1, 2025.

3. The option vests in three equal annual installments beginning on April 1, 2025.

4. The option vested as to 5,000 shares on each of October 1, 2020 and October 1, 2021 and as to 2,429 shares on October 1, 2022, and will vest as to 2,429 shares on each of October 1, 2023 and October 1, 2024.

5. The option vested as to 2,571 shares on October 1, 2022 and vests as to 2,571 shares on each of October 1, 2023 and October 1, 2024.

6. The options vested in five annual installments beginning on January 1, 2017 and became fully vested on January 1, 2021.

7. 40% of the shares underlying these options vested immediately upon the grant date. The remaining 60% of the shares underlying these options vest 30% per year on each of April 1, 2025 and April 1, 2026.

8. The shares underlying these options vest 25% per year on each of April 1, 2025, April 1, 2026, April 1, 2027 and April 1, 2028.

	/s/ Paul Gaske, by Dean A. Manson, Attorney-in-Fact	04/03/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

EchoStar (SATS) Form 4EchoStar / Paul Gaske ownership change