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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13D/A |
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Under the Securities Exchange Act of 1934
(Amendment No. 6)*
EchoStar Corporation
(Name of Issuer)
CLASS A COMMON STOCK, $0.001 PAR VALUE PER SHARE
(Title of Class of Securities)
278768 106
(CUSIP Number)
Dean A. Manson
Executive Vice President, General Counsel and Secretary
EchoStar Corporation
100 Inverness Terrace E.
Englewood, Colorado 80112
(303) 706-4000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 30, 2011
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* 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 disclosures provided in a prior cover page.
The information required on 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).
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.
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CUSIP No. 278768 106 | |||||
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1. |
Name of Reporting Person | |||
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2. |
Check the Appropriate Box if a Member of a Group: | |||
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(a) |
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(b) |
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3. |
SEC Use Only | |||
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4. |
Source of Funds | |||
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
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6. |
Citizenship or Place of Organization | |||
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Number of |
7. |
Sole Voting Power | |||
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8. |
Shared Voting Power | ||||
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9. |
Sole Dispositive Power | ||||
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10. |
Shared Dispositive Power | ||||
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11. |
Aggregate Amount Beneficially Owned by the Reporting Person | |||
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares* o | |||
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13. |
Percent of Class Represented by Amount in Row (11) | |||
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14. |
Type of Reporting Person | |||
(1) “Voting Shares” include all shares of Class A Common Stock (“Class A Common Stock”) and Class B Common Stock (“Class B Common Stock”) of EchoStar Corporation (“EchoStar”) of which Mr. Ergen is the sole beneficial owner. The shares of Class B Common Stock are convertible into shares of Class A Common Stock on a one-for-one basis at any time. The Voting Shares represent: (i) 60,970 shares of Class A Common Stock owned beneficially directly by Mr. Ergen; (ii) 3,705 shares of Class A Common Stock owned beneficially indirectly by Mr. Ergen in EchoStar’s 401(k) Employee Savings Plan; (iii) 14,301 shares of Class A Common Stock owned beneficially by Mr. Ergen as custodian for his minor children; (iv) 5,400 shares of Class A Common Stock beneficially owned by a charitable foundation for which Mr. Ergen is an officer of the charitable foundation and has both investment control and voting power for the foundation along with Cantey M. Ergen, his wife; and (v) 38,952,789 shares of Class B Common Stock owned beneficially directly by Mr. Ergen.
(2) “Sixty Day Shares” are shares of Class A Common Stock deemed to be owned beneficially under Rule 13d- 3(d)(1) because Mr. Ergen has the right to acquire beneficial ownership of such shares within 60 days of the date hereof. Upon acquisition by Mr. Ergen, these shares will become Voting Shares.
(3) “Other Shares” represent (i) 47 shares of Class A Common Stock owned beneficially by Mr. Ergen’s spouse, Cantey Ergen; and (ii) 201 shares of Class A Common Stock owned beneficially indirectly by Mrs. Ergen in EchoStar’s 401(k) Employee Savings Plan.
(4) Based on 38,871,866 shares of Class A Common Stock outstanding on November 29, 2011 and assuming conversion of the shares of Class B Common Stock held by the Reporting Person into Class A Common Stock. Because such Class B Common Stock is convertible on a one-for-one basis into Class A Common Stock, assuming conversion of all shares of outstanding Class B Common Stock into Class A Common Stock, the percentage of the Class A Common Stock that the Reporting Person may be deemed to own beneficially would be approximately 45.4%. Because each share of Class B Common Stock is entitled to 10 votes per share, the Reporting Person owns beneficially equity securities of the Company representing approximately 75.6% of the voting power of the Company (assuming no conversion of the Class B Common Stock).
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Item 4. |
Purpose of Transaction. |
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Item 4 is hereby amended and supplemented as follows:
During the fourth quarter of each year, Mr. Ergen receives an annuity amount from the 2009 GRAT and each of the 2010 GRATs under the trust agreements governing the 2009 GRAT and the 2010 GRATs, assuming that the particular GRAT has not expired. The number of shares of Class B Common Stock to be distributed as an annuity payment is based in part on the price of the Class A Common Stock on the distribution date and therefore cannot be calculated until the date of distribution. In addition to shares of Class B Common Stock, the annuity payments may include amounts generated from the holdings of each GRAT including, among other things, stock recapitalizations or dividends payable with respect to the Class B Common Stock held by each GRAT. On November 30, 2011, the 2009 GRAT distributed 7,653,033 shares of Class B Common Stock held by the 2009 GRAT to Mr. Ergen as an annuity payment, and the 2009 GRAT distributed the remaining 398,342 shares of Class B Common Stock held by the 2009 GRAT to a trust, the beneficiaries of which are members of Mr. Ergen’s family. The 2009 GRAT expired in accordance with its terms on November 30, 2011. On November 30, 2011, the 2010 Two-Year GRAT distributed 1,075,325 shares of Class B Common Stock held by the 2010 Two-Year GRAT to Mr. Ergen as an annuity payment. Therefore, the 2010 Two-Year GRAT currently has beneficial ownership of 1,424,675 shares of Class B Common Stock. The 2010 Two-Year GRAT will expire in accordance with its terms on November 30, 2012. On November 30, 2011, the 2010 Three-Year GRAT distributed 657,326 shares of Class B Common Stock held by the 2010 Three-Year GRAT to Mr. Ergen as an annuity payment. Therefore, the 2010 Three-Year GRAT currently has beneficial ownership of 1,842,674 shares of Class B Common Stock. The 2010 Three-Year GRAT will expire in accordance with its terms on November 30, 2013. On November 30, 2011, the 2010 Four-Year GRAT distributed 451,048 shares of Class B Common Stock held by the 2010 Four-Year GRAT to Mr. Ergen as an annuity payment. Therefore, the 2010 Four-Year GRAT currently has beneficial ownership of 2,048,952 shares of Class B Common Stock. The 2010 Four-Year GRAT will expire in accordance with its terms on November 30, 2014. On November 30, 2011, the 2010 Five-Year GRAT distributed 329,423 shares of Class B Common Stock held by the 2010 Five-Year GRAT to Mr. Ergen as an annuity payment. Therefore, the 2010 Five-Year GRAT currently has beneficial ownership of 2,170,577 shares of Class B Common Stock. The 2010 Five-Year GRAT will expire in accordance with its terms on November 30, 2015. | |
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Item 5. |
Interest in Securities of the Issuer. |
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Item 5 is hereby amended and restated as follows:
(a) This filing is for the share holdings of the Reporting Person as of the close of business on November 30, 2011. See Items 11 and 13 of the cover page to this Amendment No. 6 for the aggregate number of shares of Class A Common Stock and percentage of Class A Common Stock beneficially owned by the Reporting Person. The Reporting Person’s beneficial ownership of shares of Class A Common Stock excludes: (A) 1,424,675 Class A Shares issuable upon conversion of Class B Shares currently held by the 2010 Two-Year GRAT; (B) 1,842,674 Class A Shares issuable upon conversion of Class B Shares currently held by the 2010 Three-Year GRAT; (C) 2,048,952 Class A Shares issuable upon conversion of Class B Shares currently held by the 2010 Four-Year GRAT; (D) 2,170,577 Class A Shares issuable upon conversion of Class B Shares currently held by the 2010 Five-Year GRAT; and (E) 1,247,372 Class A Shares issuable upon conversion of Class B Shares held by certain trusts established by Mr. Ergen for the benefit of his family.
(b) See Items 7 through 10 of the cover page to this Amendment No. 6 for the number of shares of Class A Common Stock beneficially owned by the Reporting Person as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote and sole or shared power to dispose or to direct the disposition.
(c) The Reporting Person has not effected any transactions in the Class A Common Stock of EchoStar in the last sixty days other than as described herein. | |
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(d) Not applicable.
(e) Not applicable. | |
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Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
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Item 6 is amended and restated as follows:
The trust agreement for each of the 2010 GRATs contain an irrevocable provision that provides that the trustee will not dispose of any shares of EchoStar held by any of the 2010 GRATs unless a Change of Control Event occurs. If a Change of Control Event occurs, the trustee of the 2010 GRATs will have sole discretion with respect to the disposition of any shares of EchoStar held by each of the 2010 GRATs.
A “Change of Control Event” will occur if (i) as the result of a transaction or a series of transactions any person other than Charles W. Ergen (or a Related Party) individually owns more than fifty percent (50%) of the total Equity Interests of either (A) EchoStar or (B) the surviving entity in any such transaction(s) or a controlling affiliate of such surviving entity in such transaction(s); and (ii) a majority of the members of the Board of Directors of EchoStar are no longer Continuing Directors; and (iii) as the result of a transaction or a series of transactions any person other than Charles W. Ergen (or a Related Party) individually owns more than fifty percent (50%) of the total voting power of either (A) EchoStar or (B) the surviving entity in any such transaction(s) or a controlling affiliate of such surviving entity in such transaction(s); and (iv) Charles W. Ergen sells Equity Interests of EchoStar such that he owns beneficially less than 50% of the total Equity Interests that he owned beneficially immediately following the grant of shares to the 2010 GRATs.
For purposes of the definition of “Change of Control Event”:
“Continuing Director” means, as of any date of determination, any member of the Board of Directors of EchoStar who: (a) was a member of such Board of Directors on the date on which the applicable grantor retained annuity trust was established; or (b) was nominated for election or elected to such Board of Directors either (x) with the affirmative vote of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election or (y) by Charles W. Ergen and his Related Parties.
“Equity Interest” means any capital stock of EchoStar and all warrants, options or other rights to acquire capital stock of EchoStar (but excluding any debt security that is convertible into, or exchangeable for, capital stock of EchoStar).
“Related Party” means, (a) Charles W. Ergen’s spouse and each of his immediate family members; (b) each trust, corporation, partnership or other entity of which Charles W. Ergen beneficially holds an eighty percent (80%) or more controlling interest or that was created for estate planning purposes including without limitation the grantor retained annuity trusts dated November 30, 2010; and (c) the personal representatives, administrators, executor, guardians, or any person(s) or entit(ies) to which Charles W. Ergen’s shares of EchoStar are transferred as a result of a transfer by will or the applicable laws of descent and distribution. | |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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CHARLES W. ERGEN |
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Dated: December 1, 2011 |
/s/ Charles W. Ergen |
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Charles W. Ergen |
Attention: Intentional misstatements or omissions of fact
constitutes Federal criminal violations (See 18 U.S.C. 1001)