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).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Brokaw George R
(Last) (First) (Middle)
100 INVERNESS TERRACE EAST
(Street)
ENGLEWOOD CO 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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/31/2023
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)
Code V Amount (A) or (D) Price
Class A Common Stock 12/31/2023 A 1,754 A (1) 1,754 D
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Employee Director Stock Option $71.17 12/31/2023 A 1,754 (2) 01/01/2024 Class A Common Stock 1,754 (3) 1,754 D
Non-Employee Director Stock Option $101.09 12/31/2023 A 1,754 (2) 01/01/2025 Class A Common Stock 1,754 (3) 1,754 D
Non-Employee Director Stock Option $92.17 12/31/2023 A 1,754 (2) 01/01/2026 Class A Common Stock 1,754 (3) 1,754 D
Non-Employee Director Stock Option $92.46 12/31/2023 A 1,754 (2) 01/01/2027 Class A Common Stock 1,754 (3) 1,754 D
Non-Employee Director Stock Option $40.02 12/31/2023 A 1,754 (2) 01/01/2028 Class A Common Stock 1,754 (3) 1,754 D
Explanation of Responses:
1. Received in exchange for 5,000 shares of Class A Common Stock, par value $.01 par value per share (DISH Class A Common Stock"), of DISH Network Corporation, a Nevada corporation ("DISH") in connection of the Amended and Restated Agreement and Plan of Merger, dated as of October 2, 2023 ("Merger Agreement"), by and between the Issuer, DISH and EAV Corp., a Nevada corporation and a wholly owned direct subsidiary of the Issuer ("Merger Sub"). Pursuant to the Merger Agreement, on December 31, 2023, Merger Sub merged with and into DISH with DISH surviving the merger as a wholly owned subsidiary of the Issuer (the "Merger"). At the effective time of the Merger (the "Effective Time"), each outstanding share of DISH Class A Common Stock was converted into the right to receive a number of Issuer Class A Common Stock equal to 0.350877 (the "Exchange Ratio").
2. The shares underlying the option were 100% vested on the date of grant.
3. Received in exchange for a non-employee director stock option to acquire shares of DISH Class A Common Stock in connection with Merger. At the Effective Time, each stock option held by the reporting person was converted into an Issuer stock option on substantially the same terms and conditions, with respect to a number of shares of Issuer Class A Common Stock equal to (i) the number of shares of DISH Class A Common Stock subject to the corresponding DISH stock option immediately prior to the Effective Time, multiplied by (ii) 0.350877 (the "Exchange Ratio"), at an exercise price equal to the exercise price of the corresponding DISH stock option immediately prior to the Effective Time divided by the Exchange Ratio.
/s/ George R. Brokaw, by Dean Manson, Attorney-in-Fact 01/03/2024
** 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.
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