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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN 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. | |||
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) | $ 2.125 | 02/10/2006 | M(1) | 10,880 | (7) | (8) | Class A Common Stock | 10,880 | $ 0 | 19,034 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MOSKOWITZ DAVID K 9601 SOUTH MERIDIAN BLVD. ENGLEWOOD, CO 80112 |
X | X | EVP, Gen Counsel and Sec |
/s/ David K. Moskowitz | 02/14/2006 | |
**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) | The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan. |
(2) | Includes 1,321 shares acquired under the Company's Employee Stock Purchase Plan. |
(3) | The shares were contributed by the reporting person to a charitable foundation. The reporting person is a member of the Board of Directors for the charitable foundation and has both investment control and voting power for the foundation. The reporting person disclaims beneficial ownership of the shares. |
(4) | By 401(k). |
(5) | The shares are held by the reporting person in trust for the benefit of the children of Charles W. Ergen, the Chief Executive Officer of the Company. The reporting person disclaims beneficial ownership of the shares. |
(6) | The shares are held by the reporting person as custodian for his minor children. |
(7) | The shares underlying the option vested at the rate of 20% per year, commencing on February 12, 1998. |
(8) | Each portion of the option expires five years from the date on which that portion of the option first becomes available. |