ergen13d_a.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
Under
the Securities Exchange Act of 1934
(Amendment
No. 2)*
EchoStar
Corporation
(Name of
Issuer)
CLASS A
COMMON STOCK, $0.001 PAR VALUE PER SHARE
(Title of Class of
Securities)
278768
106
(CUSIP
Number)
R.
Stanton Dodge
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
9, 2009
(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.
CUSIP No.
278768 106
|
1.
|
NAME
OF REPORTING PERSON
|
Charles
W. Ergen
2. CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP:(a)¨
3. SEC
Use Only
OO
|
5.
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e) ¨
|
|
6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
Number
Of Shares Beneficially Owned By Each Reporting Person
With
|
7. SOLE
VOTING POWER
46,509,695 VOTING SHARES
(1)
296,000 SIXTY DAY SHARES
(2)
|
|
8. SHARED
VOTING POWER
248 OTHER SHARES
(3)
|
|
9. SOLE
DISPOSITIVE POWER
46,509,695 VOTING SHARES
(1)
296,000
SIXTY DAY SHARES (2)
|
|
10. SHARED
DISPOSITIVE POWER
248 OTHER SHARES
(3)
|
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY THE REPORTING
PERSON
|
46,805,943
|
12.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
|
¨
|
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
|
|
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)
89,730 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) 5,435 shares of
Class A Common Stock owned beneficially by Mr. Ergen as custodian for his minor
children; and (iv) 46,410,825 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 in Mrs. Ergen’s 401(k) Plan.
(4) Based on 37,110,030 shares of Class A
Common Stock outstanding on November 6, 2009 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 55.0%. 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 90.3% of the voting power of the Company
(assuming no conversion of the Class B Common Stock).
ITEM
4. Purpose
of Transaction
Item 4 is
hereby amended and supplemented as follows:
During
the fourth quarter of each year, Mr. Ergen receives an annuity amount from each
of the GRATs under the trust agreements governing the GRATs, assuming that the
particular GRAT has not yet 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 stock on the distribution date and therefore cannot be calculated
until the date of distribution. On November 9, 2009, GRAT #2
distributed all 693,371 shares of Class B Common Stock held by GRAT #2 to Mr.
Ergen as an annuity payment. GRAT #2 expired in accordance with its
terms on November 9, 2009. On November 9, 2009, GRAT #3 distributed
729,812 shares of Class B Common Stock to Mr. Ergen as an annuity
payment. GRAT #3 will expire in accordance with its terms on
November 9, 2010.
ITEM
5. Interest in Securities of
the Issuer.
Item 5
is hereby amended and restated as follows:
(a) and (b). Mr.
Ergen beneficially owns securities convertible into or exercisable for, 46,805,943 shares of Class A
Common Stock representing 55.8% of the class after giving
effect to conversion and exercise of all derivative securities held by Mr.
Ergen. Such shares include: (i) 89,730 shares of Class A Common
Stock; (ii) 3,705 shares of Class A Common
Stock held in the Company’s 401(k) Employee Savings Plan (the “401(k) Plan”);
(iii) the right to acquire 296,000 shares of Class A Common
Stock within 60 days upon the exercise of employee stock options; (iv) 47 shares of Class A Common
Stock held by Mr. Ergen’s spouse, Cantey Ergen; (v) 201 shares of Class A Common
Stock held in the 401(k) Plan by Mrs. Ergen; (vi) 5,435 shares of Class A Common
Stock held as custodian for Mr. Ergen’s children; and (vii) 46,410,825 shares of Class A
Common Stock issuable upon conversion of Mr. Ergen’s shares of Class B Common
Stock. Mr. Ergen has sole voting power with respect to 46,509,695 shares and
holds sole dispositive power with respect to 46,509,695 shares. Mr. Ergen’s
beneficial ownership of shares of Class A Common Stock excludes: (A)
427,184 shares of
Class A Common Stock issuable upon conversion of shares of Class B Common Stock
currently held by GRAT #3; and (B) 849,030 shares of Class A Common
Stock issuable upon conversion of shares of Class B Common Stock held by certain
trusts established by Mr. Ergen for the benefit of his family.
(c)
Except as set forth herein, Mr. Ergen does not have beneficial ownership of, and
has not engaged in any transaction during the past 60 days in, any shares of
Class A Common Stock.
(d) Not
applicable.
(e)
Not applicable.
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.
CHARLES
W. ERGEN
Dated:
November 10,
2009 /s/
Charles W. Ergen
Charles
W. Ergen
Attention: Intentional
misstatements or omissions of fact
constitutes
Federal criminal violations (See 18 U.S.C. 1001)