09/11/2025 | Press release | Distributed by Public on 09/11/2025 15:16
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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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 | ||||||||
Employee Stock Option (Right To Buy) | $14.04 | 09/09/2025 | M | 63,840 | (7) | 04/01/2034 | Class A Common Stock | 63,840 | $ 0 | 27,362 | D | ||||
Employee Stock Option (Right to Buy) | $14.04 | 09/09/2025 | M | 11,696 | (8) | 04/01/2034 | Class A Common Stock | 11,696 | $ 0 | 5,847 | D | ||||
Employee Stock Option (Right to Buy) | $14.04 | 09/09/2025 | M | 16,936 | (9) | 04/01/2034 | Class A Common Stock | 16,936 | $ 0 | 50,809 | D | ||||
Employee Stock Option (Right to Buy) | $16.57 | 09/09/2025 | M | 35,087 | (10) | 01/01/2034 | Class A Common Stock | 35,087 | $ 0 | 140,352 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Swieringa John 9601 S. MERIDIAN BLVD. ENGLEWOOD, CO 80112 |
PRES, TECH & COO |
/s/ John Swieringa, by Dean A. Manson, Attorney-in-Fact | 09/11/2025 | |
**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) | Based on a weighted average sale price. The shares reported in this transaction were sold at prices ranging from $81.09 to $81.48. Information regarding the number of shares sold at each separate price will be made available upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer. |
(2) | Based on a weighted average sale price. The shares reported in this transaction were sold at prices ranging from $80.88 to $81.45. Information regarding the number of shares sold at each separate price will be made available upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer. |
(3) | Based on a weighted average sale price. The shares reported in this transaction were sold at prices ranging from $80.88 to $81.43. Information regarding the number of shares sold at each separate price will be made available upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer. |
(4) | Based on a weighted average sale price. The shares reported in this transaction were sold at prices ranging from $80.89 to $81.43. Information regarding the number of shares sold at each separate price will be made available upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer. |
(5) | Based on a weighted average sale price. The shares reported in this transaction were sold at prices ranging from $80.88 to $81.43. Information regarding the number of shares sold at each separate price will be made available upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer. |
(6) | By 401(K). |
(7) | 40% of the shares underlying these options vested immediately upon the grant date. The remaining 60% of the shares underlying these options vest 30% per year on each of April 1, 2025 and April 1, 2026. |
(8) | The grant is subject to achievement of certain performance criteria prior to December 31, 2026 and will vest based on achievement of such criteria. The performance criteria are not tied to the market price of the Issuer's securities. The shares exercised and sold represent 100% of the vested shares at the time of sale. The remainder of the shares underlying the options remain subject to performance criteria. |
(9) | The shares underlying these options vest 25% per year on each of April 1, 2025, April 1, 2026, April 1, 2027 and April 1, 2028. |
(10) | The shares underlying these options vest 20% per year on each of January 1, 2025, January 1, 2026, January 1, 2027, January 1, 2028 and January 1, 2029. Pursuant to the Merger Agreement, at the Effective Time, each option to purchase Issuer Class A Common Stock held by the Reporting Person was converted into a corresponding award with respect to EchoStar Class A Common Stock. |