UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D/A

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 7)*

 

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)

 

June 1, 2015

(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/A, 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
William R. Gouger

 

 

2.

Check the Appropriate Box if a Member of a Group:

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
U.S.A.

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
12,266,355 VOTING SHARES (1)

 

8.

Shared Voting Power

 

9.

Sole Dispositive Power
12,266,355 VOTING SHARES (1)

 

10.

Shared Dispositive Power

 

 

11.

Aggregate Amount Beneficially Owned by the Reporting Person
12,266,355

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares* o

 

 

13.

Percent of Class Represented by Amount in Row (11)
Approximately 21.6% (2)

 

 

14.

Type of Reporting Person
IN

 


(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. Gouger 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) 28 shares of Class A Common Stock beneficially owned directly by Mr. Gouger; (ii) 1,450 shares of Class A Common Stock beneficially owned indirectly by Mr. Gouger in the DISH Network 401(k) Employee Savings Plan; (iii) 3,733,383 shares of Class A Common Stock, including 3,731,747 issuable upon conversion of shares of Class B Common Stock, beneficially owned by Mr. Gouger solely by virtue of his position as trustee (with sole voting and dispositive power) of certain trusts established by Mr. Charles W. Ergen for the benefit of his family; (iv) 1,456,698 shares of Class B Common Stock beneficially owned by Mr. Gouger solely by virtue of his position as trustee (with sole voting and dispositive power, except as set forth in Item 6 below) of the Ergen Five-Year 2010 SATS GRAT; and (v) 7,074,796 shares of Class B Common Stock beneficially owned by Mr. Gouger solely by virtue of his position as trustee (with sole voting and dispositive power, except as set forth in Item 6 below) of the Ergen Three-Year 2014 SATS GRAT. There is no arrangement or agreement between any of the trusts identified in clauses (iii) through (v) above to vote or dispose of any shares of EchoStar. Mr. Gouger exercises voting and dispositive power with respect to each such trust independently and in accordance with his fiduciary responsibilities to the beneficiaries of such trusts.

 

(2) Based on 44,555,724 shares of Class A Common Stock outstanding on May 28, 2015 and assuming conversion of the shares of Class B Common Stock held by Mr. Gouger 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 Mr. Gouger may be deemed to beneficially own would be approximately 13.3%.  Because each share of Class B Common Stock is entitled to 10 votes per share, Mr. Gouger beneficially owns equity securities of EchoStar representing approximately 23.5% of the voting power of EchoStar (assuming no conversion of the Class B Common Stock).

 

2



 

CUSIP No. 278768 106

 

 

1.

Name of Reporting Person
Ergen Five-Year 2010 SATS GRAT

 

 

2.

Check the Appropriate Box if a Member of a Group:

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Colorado

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
1,456,698 VOTING SHARES (1)

 

8.

Shared Voting Power

 

9.

Sole Dispositive Power
1,456,698 VOTING SHARES (1)

 

10.

Shared Dispositive Power

 

 

11.

Aggregate Amount Beneficially Owned by the Reporting Person
1,456,698

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares* o

 

 

13.

Percent of Class Represented by Amount in Row (11)
Approximately 3.2% (2)

 

 

14.

Type of Reporting Person
OO

 


 (1) All of the shares beneficially held by the Ergen Five-Year 2010 SATS GRAT are shares of Class B Common Stock. 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.

 

(2) Based on 44,555,724 shares of Class A Common Stock outstanding on May 28, 2015 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 beneficially own would be approximately 1.6%. Because each share of Class B Common Stock is entitled to 10 votes per share, the Reporting Person beneficially owns equity securities of EchoStar representing approximately 2.8% of the voting power of EchoStar (assuming no conversion of the Class B Common Stock).

 

3



 

CUSIP No. 278768 106

 

 

1.

Name of Reporting Person
Ergen Three-Year 2014 SATS GRAT

 

 

2.

Check the Appropriate Box if a Member of a Group:

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Colorado

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
7,074,796 VOTING SHARES (1)

 

8.

Shared Voting Power

 

9.

Sole Dispositive Power
7,074,796 VOTING SHARES (1)

 

10.

Shared Dispositive Power

 

 

11.

Aggregate Amount Beneficially Owned by the Reporting Person
7,074,796

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares* o

 

 

13.

Percent of Class Represented by Amount in Row (11)
Approximately 13.7%  (2)

 

 

14.

Type of Reporting Person
OO

 


 (1) All of the shares beneficially held by the Ergen Three-Year 2014 SATS GRAT are shares of Class B Common Stock. 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.

 

(2) Based on 44,555,724 shares of Class A Common Stock outstanding on May 28, 2015 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 beneficially own would be approximately 7.7%. Because each share of Class B Common Stock is entitled to 10 votes per share, the Reporting Person beneficially owns equity securities of EchoStar representing approximately 13.6% of the voting power of EchoStar (assuming no conversion of the Class B Common Stock).

 

4



 

Item 2.    Identity and Background.

 

Item 2 is amended and restated as follows:

 

This statement is being filed jointly by: (a) William R. Gouger; (b) the Ergen Five-Year 2010 SATS GRAT (the “2010 Five-Year GRAT”); and (c) the Ergen Three-Year 2014 SATS GRAT (the “2014 GRAT”), who are together referred to as the “Reporting Persons.” This Schedule 13D relates solely to, and is being filed for, shares held by Mr. Gouger, the 2010 Five-Year GRAT and the 2014 GRAT.

 

(A) William R. Gouger

 

Mr. Gouger’s principal occupation is owner and manager of SC Management, LLC, whose principal business is to provide management services, including, tax and estate planning services. His address is 5701 S. Santa Fe Drive, Littleton, Colorado 80123. Mr. Gouger has not, during the last five years, (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activity subject to, federal or state securities laws or finding any violation with respect to such laws. Mr. Gouger is a citizen of the United States.

 

(B) 2010 Five-Year GRAT

 

The 2010 Five-Year GRAT was formed under the laws of the State of Colorado and its principal business is to hold a portion of the assets and estate of Mr. Ergen. Its address is c/o William R. Gouger, as Trustee, at 5701 S. Santa Fe Drive, Littleton, Colorado 80123. The 2010 Five-Year GRAT has not, during the last five years, (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activity subject to, federal or state securities laws or finding any violation with respect to such laws. As trustee of the 2010 Five-Year GRAT, Mr. Gouger is vested with sole voting and investment power over the 1,456,698 shares of Class B Common Stock held by the 2010 Five-Year GRAT, except as set forth in Item 6 below.

 

(C) 2014 GRAT

 

The 2014 GRAT was formed under the laws of the State of Colorado and its principal business is to hold a portion of the assets and estate of Mr. Ergen. Its address is c/o William R. Gouger, as Trustee, at 5701 S. Santa Fe Drive, Littleton, Colorado 80123. The 2014 GRAT has not, during the last five years, (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding been subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activity subject to, federal or state securities laws or finding any violation with respect to such laws. As trustee of the 2014 GRAT, Mr. Gouger is vested with sole voting and investment power over the 7,074,796 shares of Class B Common Stock held by the 2014 GRAT, except as set forth in Item 6 below.

 

Item 4.    Purpose of Transaction.

 

Item 4 is hereby amended and supplemented as follows:

 

During the second quarter of each year, Mr. Ergen receives an annuity amount from the 2014 GRAT under the trust agreement governing the 2014 GRAT, assuming that the 2014 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

 

5



 

date of distribution.  In addition to shares of Class B Common Stock, the annuity payments (and their associated timing) may include, and be based upon, amounts generated from the holdings of the 2014 GRAT including, among other things, stock recapitalizations or dividends paid or payable with respect to the Class B Common Stock held by the 2014 GRAT.

 

On June 1, 2015, the 2014 GRAT distributed 2,925,204 shares of Class B Common Stock held by the 2014 GRAT to Mr. Ergen as an annuity payment.  Therefore, the 2014 GRAT currently has beneficial ownership of 7,074,796  shares of Class B Common Stock.  The 2014 GRAT will expire in accordance with its terms on May 30, 2017.

 

Item 5.    Interest in Securities of the Issuer.

 

Item 5 is hereby amended and supplemented as follows:

 

(a) This filing is for the cumulative share holdings of an affiliated group as of the close of business on June 1, 2015. See Items 11 and 13 of the cover pages to this Amendment No. 7 for the aggregate number of shares of Class A Common Stock and percentage of Class A Common Stock beneficially owned by each of the Reporting Persons.

 

(b)  See Items 7 through 10 of the cover pages to this Amendment No. 7 for the number of shares of Class A Common Stock beneficially owned by each of the Reporting Persons 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 Persons have not effected any transactions in the Class A Common Stock of EchoStar in the last sixty days other than as described herein.

 

(d) Not applicable.

 

(e) Not applicable.

 

Item 6.    Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

Item 6 is hereby amended and supplemented as follows:

 

Except as disclosed below, neither Mr. Gouger nor the 2010 Five-Year GRAT and 2014 GRAT are party to any contracts, arrangements, understandings or relationships, including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies nor are any of the securities pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities.

 

The trust agreements for the 2010 Five-Year GRAT and the 2014 GRAT contain an irrevocable provision that provides that the trustee will not dispose of any shares of EchoStar held by the 2010 Five-Year GRAT or the 2014 GRAT unless a Change of Control Event occurs.  If a Change of Control Event occurs, the trustee of the 2010 Five-Year GRAT and the 2014 GRAT will have sole discretion with respect to the disposition of any shares of EchoStar held by the 2010 Five-Year GRAT or the 2014 GRAT.

 

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

 

6



 

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 Five-Year GRAT or the 2014 GRAT, as applicable.

 

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 May 30, 2014; 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.

 

Item 7.    Material to be Filed as Exhibits

 

Exhibit A: Agreement of Joint Filing

 

7



 

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.

 

 

 

 

 

 

WILLIAM R. GOUGER

 

 

 

Dated: June 2, 2015

 

/s/ William R. Gouger

 

 

 

 

 

 

 

 

ERGEN FIVE-YEAR 2010 SATS GRAT

 

 

 

Dated: June 2, 2015

 

/s/ William R. Gouger

 

 

William R. Gouger, Trustee

 

 

 

 

 

ERGEN THREE-YEAR 2014 SATS GRAT

 

 

 

Dated: June 2, 2015

 

/s/ William R. Gouger

 

 

William R. Gouger, Trustee

 

Attention: Intentional misstatements or omissions of fact

constitutes Federal criminal violations (See 18 U.S.C. 1001)

 

8



 

EXHIBIT INDEX

 

Exhibit A: Agreement of Joint Filing

 

9



 

EXHIBIT A

 

Agreement of Joint Filing

 

Pursuant to Rule 13d-1(k)(l)(iii) of Regulation 13D-G of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the undersigned agree that the statement on Schedule 13D/A to which this Exhibit is attached is filed on behalf of each of them in the capacities set forth below.

 

 

 

 

 

 

WILLIAM R. GOUGER

 

 

 

Dated: June 2, 2015

 

/s/ William R. Gouger

 

 

 

 

 

 

 

 

ERGEN FIVE-YEAR 2010 SATS GRAT

 

 

 

Dated: June 2, 2015

 

/s/ William R. Gouger

 

 

William R. Gouger, Trustee

 

 

 

 

 

ERGEN THREE-YEAR 2014 SATS GRAT

 

 

 

Dated: June 2, 2015

 

/s/ William R. Gouger

 

 

William R. Gouger, Trustee

 

10