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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) | 11/09/2006 | G(7) | V | 10,370,241 | (6) | (6) | Class A Common Stock | 10,370,241 | (6) | 39,629,759 | I (7) | I | ||
Class B Common Stock | (6) | 11/09/2006 | G(7) | V | 10,370,241 | (6) | (6) | Class A Common Stock | 10,370,241 | (6) | 198,805,449 | 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 | |
ERGEN CANTEY 9601 S. MERIDIAN BLVD. ENGLEWOOD, CO 80112 |
X |
/s/ Charles W. Ergen, by David K. Moskowitz, his Attorney in Fact | 11/13/2006 | |
**Signature of Reporting Person | Date | |
/s/ Cantey M. Ergen, by David K. Moskowitz, her Attorney in Fact | 11/13/2006 | |
**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 Ms. Cantey Ergen. |
(2) | Held by a Grantor Retained Annuity Trust ("GRAT"). The reporting persons disclaim beneficial ownership of the shares, except to the extent of their pecuniary interest therein. |
(3) | 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. |
(4) | Held by Mr. Charlie Ergen in a 401(k) account. |
(5) | Held by Ms. Cantey Ergen in a 401(k) account. |
(6) | The holder of the shares of Class B stock, either Charles. W. Ergen or each GRAT, 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) | On November 9, 2005, the reporting persons established four GRATs, contributing 12,500,000 Class B shares to each, resulting in the transfer of a total of 50,000,00 Class B Shares. Pursuant to the terms of the Ergen Two-Year GRAT, 4,362,261 shares were distributed as an annuity to Mr. Ergen on November 9, 2006 with the Ergen Two-Year GRAT retaining 8,137,739 shares. Pursuant to the terms of the Ergen Three-Year GRAT, 2,710,266 shares were distributed as an annuity to Mr. Ergen on November 9, 2006 with the Ergen-Three Year GRAT retaining 9,789,734 shares. Pursuant to the terms of the Ergen-Four Year GRAT, 1,891,568 shares were distributed as an annuity to Mr. Ergen on November 9, 2006 with the Ergen Four-Year GRAT retaining 10,608,432 shares. Pursuant to the terms of the Ergen Five-Year GRAT, 1,406,146 shares were distributed as an annuity to Mr. Ergen on November 9, 2006 with the Ergen Five-Year GRAT retaining 11,093,854 shares. |