ergendishnetwork13d_a.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
Under
the Securities Exchange Act of 1934
(Amendment
No. 8)*
DISH
NETWORK CORPORATION
(Name of
Issuer)
CLASS A
COMMON STOCK, $0.01 PAR VALUE PER SHARE
(Title
of Class of Securities)
278762109
(CUSIP
Number)
R.
Stanton Dodge
Executive
Vice President, General Counsel and Secretary
DISH
Network Corporation
9601
S. Meridian Blvd.
Englewood,
Colorado 80112
(303)
723-1000
(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.
278762109
|
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.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
Number
Of Shares Beneficially Owned By Each Reporting Person
With
|
7. SOLE
VOTING POWER
216,906,601
VOTING SHARES (1)
1,170,000
SIXTY DAY SHARES (2)
|
|
8. SHARED
VOTING POWER
1,508 OTHER SHARES
(3)
|
|
9. SOLE
DISPOSITIVE POWER
216,906,601
VOTING SHARES (1)
1,170,000 SIXTY
DAY SHARES (2)
|
|
10. SHARED
DISPOSITIVE POWER
1,508 OTHER
SHARES (3)
|
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY THE REPORTING
PERSON
|
218,078,109
|
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 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)
216,411,941 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) 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.
(4) Based
on 208,431,475 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
48.7%. 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 83.5% 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 #3 distributed all 3,466,857
shares of Class B Common Stock held by GRAT #3 to Mr. Ergen as an annuity
payment. GRAT #3 expired in accordance with its terms on November 9, 2009. On
November 9, 2009, GRAT #4 distributed 3,649,059 shares of Class B Common Stock
to Mr. Ergen as an annuity payment. GRAT #4 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 218,078,109 shares of Class A Common Stock
representing 51.2% of the class after giving effect to conversion and exercise
of all derivative securities held by Mr. Ergen. Such shares include:
(i) 448,652 shares of Class A Common Stock; (ii) 18,833 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 1,170,000 shares of
Class A Common Stock within 60 days upon the exercise of employee stock
options; (iv) 235 shares of Class A Common Stock held by Mr. Ergen’s
spouse, Cantey Ergen; (v) 1,273 shares of Class A Common Stock held in the
401(k) Plan by Mrs. Ergen; (vi) 27,175 shares of Class A Common
Stock held as custodian for Mr. Ergen’s children; and
(vii) 216,411,941 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 216,906,601 shares and holds sole
dispositive power with respect to 216,906,601
shares. Mr. Ergen’s beneficial ownership of shares of Class A
Common Stock excludes: (A) 2,135,923 shares of Class A Common Stock
issuable upon conversion of shares of Class B Common Stock currently held by
GRAT #4, (B) 15,642,193 shares of Class A Common Stock issuable upon
conversion of shares of Class B Common Stock currently held by the 2008
GRAT; and (C) 4,245,151 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)