THOMAS A. CULLEN - 22 Jul 2022 Form 4 Insider Report for DISH Network CORP

Role: EVP, CORPORATE DEVELOPMENT
Signature: /s/ Thomas A Cullen, by Brandon Ehrhart, Attorney-in-Fact
Issuer symbol: N/A
Transactions as of: 22 Jul 2022
Net transactions value: $0
Form type: 4
Filing time: 26 Jul 2022, 18:38:16 UTC
Previous filing: 04 Jan 2022
Next filing: 03 Jan 2023
SEC: View on sec.gov

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	DISH	Employee Stock Option (Right To Buy)	Disposed to Issuer	$0	-100,000	-100%	$0.000000^*	0	22 Jul 2022	Class A Common Stock	100,000	$47.75	Direct	F1, F2
transaction	DISH	Employee Stock Option (Right To Buy)	Disposed to Issuer	$0	-150,000	-100%	$0.000000^*	0	22 Jul 2022	Class A Common Stock	150,000	$35.42	Direct	F1, F3
transaction	DISH	Employee Stock Option (Right To Buy)	Disposed to Issuer	$0	-100,000	-100%	$0.000000^*	0	22 Jul 2022	Class A Common Stock	100,000	$34.63	Direct	F1, F4
transaction	DISH	Employee Stock Option (Right To Buy)	Award	$0	+210,000		$0.000000	210,000	22 Jul 2022	Class A Common Stock	210,000	$20.00	Direct	F1, F5
transaction	DISH	Employee Stock Option (Right To Buy)	Award	$0	+140,000		$0.000000	140,000	22 Jul 2022	Class A Common Stock	140,000	$20.00	Direct	F1, F6
transaction	DISH	Employee Stock Option (Right To Buy)	Disposed to Issuer	$0	-50,000	-100%	$0.000000^*	0	22 Jul 2022	Class A Common Stock	50,000	$35.42	Direct	F1, F7
transaction	DISH	Employee Stock Option (Right To Buy)	Award	$0	+36,336		$0.000000	36,336	22 Jul 2022	Class A Common Stock	36,336	$20.00	Direct	F1, F8
transaction	DISH	Employee Stock Option (Right To Buy)	Award	$0	+13,664		$0.000000	13,664	22 Jul 2022	Class A Common Stock	13,664	$20.00	Direct	F1, F7

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The transactions reported herein reflect the exchange of "underwater" options to acquire shares of the Issuer's Class A Common Stock pursuant to the terms and conditions set forth in the Issuer's Offer to Exchange Eligible Stock Options dated June 24, 2022, which expired on July 22, 2022 (the "Exchange"). Effective July 22, 2022, the Issuer cancelled the options the Reporting Person elected to exchange and granted to the Reporting Person an identical number of options with, among other new terms, a new exercise price and an extended vesting schedule for options that are not subject to achievement of certain performance criteria. The new exercise price is $20, which is higher than the closing price per share of the Issuer's Class A Common Stock on the Nasdaq Global Select Market of $18.70 on July 22, 2022.
F2	The shares underlying the options were scheduled to vest at the rate of 20% per year, commencing upon January 1, 2019.
F3	The shares underlying the options were scheduled to vest at the rate of 20% per year, commencing upon October 1, 2019.
F4	The shares underlying the options were scheduled to vest at the rate of 20% per year, commencing upon July 1, 2021.
F5	Pursuant to the Exchange, the Reporting Person exchanged the following vested options granted on January 1, 2018 (80,000 options), October 1, 2018 (90,000 options) and July 1, 2020 (40,000 options) for a total exchange of 210,000 vested options. 40% of the shares underlying these options vest immediately upon the grant date. The remaining 60% of the shares underlying these options vest 20% per year on each of July 1, 2023, July 1, 2024 and July 1, 2025.
F6	Pursuant to the Exchange, the Reporting Person exchanged the following unvested options granted on January 1, 2018 (20,000 options), October 1, 2018 (60,000 options) and July 1, 2020 (60,000 options) for a total exchange of 140,000 unvested options. The shares underlying these options vest 20% per year on each of July 1, 2023, July 1, 2024, July 1, 2025, July 1, 2026 and July 1, 2027.
F7	The grant is subject to achievement of certain performance criteria prior to December 31, 2023 and will vest based on achievement of such criteria. The performance criteria are not tied to the market price of the Issuer's securities.
F8	Pursuant to the Exchange, the Reporting Person exchanged the following vested options granted on October 1, 2018 (36,336 options) for a total exchange of 36,336 vested options. 40% of the shares underlying these options vest immediately upon the grant date. The remaining 60% of the shares underlying these options vest 20% per year on each of July 1, 2023, July 1, 2024 and July 1, 2025.