UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF 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. | SEC 1473 (7-02) | ||
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. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Class B Common Stock | Â (2) | Â (2) | Class A Common Stock | 63,790,620 | $ (2) | D (1) | Â |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Telluray Holdings, LLC 1623 CENTRAL AVENUE SUITE 214 CHEYENNE, WY 82001 |
 |  X |  |  |
Cantey M. Ergen, Manager of Telluray Holdings, LLC, by Brandon Ehrhart, her Attorney-in-Fact | 07/23/2018 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(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) | On July 19, 2018, Mr. Charles W. Ergen, for estate planning purposes, contributed 30,000,000 shares of Class B Common Stock to Telluray Holdings, LLC ("Telluray Holdings") in exchange for membership units in Telluray Holdings. Also on July 19, 2018, certain trusts established by Mr. Ergen for the benefit of his family contributed 33,790,620 shares of Class B Common Stock and 67,000 shares of Class A Common Stock to Telluray Holdings in exchange for membership units in Telluray Holdings. Mr. Ergen and his spouse, Mrs. Cantey M. Ergen, serve as managers of Telluray Holdings. Mrs. Ergen, as a manager of Telluray Holdings, has sole voting power over the shares of Class A Common Stock and Class B Common Stock held by Telluray Holdings and Mr. Ergen and Mrs. Ergen, as the managers of Telluray Holdings, share dispositive power over the shares of Class A Common Stock and Class B Common Sock held by Telluray Holdings. |
(2) | Telluray Holdings may elect to convert any or all of its share of Class B Common Stock into an equal number of shares of Class A Common Stock at any time for no additional consideration. |