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(Name of Issuer)
CLASS A COMMON STOCK, $0.01 PAR VALUE PER SHARE | ||||
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(Title of Class of Securities)
278762109 | ||||
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(CUSIP
Number) |
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R. Stanton Dodge
Executive Vice President, General Counsel and Secretary
DISH Network Corporation
9601 S. Meridian Blvd.
Englewood, Colorado 80112
(303) 723-1000 | ||||
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
September 8, 2009
(Date of Event which Requires Filing of this Statement) | ||||
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CUSIP No. 278762109 |
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1 |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Charles W. Ergen | |||||||||
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨
(b) R | |||||||||
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3 |
SEC USE ONLY
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4 |
SOURCE OF FUNDS (See Instructions)
OO | |||||||||
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5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A. | |||||||||
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
209,790,685 VOTING SHARES (1)
1,080,000 SIXTY DAY SHARES (2) | ||||||||
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8 |
SHARED VOTING POWER
1,508 OTHER SHARES (3) | |||||||||
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9 |
SOLE DISPOSITIVE POWER
209,790,685 VOTING SHARES (1)
1,080,000 SIXTY DAY SHARES (2) | |||||||||
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10 |
SHARED DISPOSITIVE POWER
1,508 OTHER SHARES (3) | |||||||||
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
210,872,193 | |||||||||
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12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.4 % (4) | |||||||||
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14 |
TYPE OF REPORTING PERSON (See Instructions)
IN | |||||||||
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(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 DISH Network Corporation (“DISH Network”) 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) 448,652 shares of Class A Common Stock owned beneficially directly by Mr. Ergen; (ii) 18,833 shares of Class A Common Stock owned beneficially indirectly by Mr. Ergen in DISH Network’s 401(k) Employee Savings Plan; (iii) 27,175 shares of Class A Common Stock owned beneficially by Mr. Ergen as custodian for his minor children; and (iv) 209,296,025 shares of Class B Common
Stock owned beneficially directly by Mr. Ergen. |
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(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. |
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(3) “Other Shares” represent (i) 235 shares of Class A Common Stock owned beneficially by Mr. Ergen’s spouse Cantey Ergen; and (ii) 1,273 shares of Class A Common Stock owned beneficially in Mrs. Ergen’s 401(k) Plan. |
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(4) Based on 208,371,596 shares of Class A Common Stock outstanding on September 4, 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 47.2%. 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 80.8% of the voting power of the Company (assuming no conversion of the Class B Common Stock). |
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September 9, 2009 |
/s/ Charles W. Ergen
Charles W. Ergen
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