Edgar Filing: ECHOSTAR COMMUNICATIONS CORP

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT 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

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Ergen 2005 Two Year GRAT dated November 9 2005

2. Issuer Name and Ticker or Trading Symbol
ECHOSTAR COMMUNICATIONS CORP [DISH]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
Joint Filing Group

(Last)

(First)

(Middle)

9601 S. MERIDIAN BLVD.

3. Date of Earliest Transaction (Month/Day/Year)
11/09/2007

(Street)

ENGLEWOOD, CO 80112

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

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)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Class B Common Stock

⁽¹⁾

11/09/2007

G⁽²⁾

8,137,739

⁽¹⁾

Class A Common Stock

8,137,739

⁽¹⁾

D ⁽²⁾ ⁽⁶⁾

Class B Common Stock

⁽¹⁾

11/09/2007

G⁽³⁾

2,418,459

⁽¹⁾

Class A Common Stock

2,418,459

⁽¹⁾

7,371,275

D ⁽³⁾ ⁽⁶⁾

Class B Common Stock

⁽¹⁾

11/09/2007

G⁽⁴⁾

1,687,908

⁽¹⁾

Class A Common Stock

1,687,908

⁽¹⁾

8,920,524

D ⁽⁴⁾ ⁽⁶⁾

Class B Common Stock

⁽¹⁾

11/09/2007

G⁽⁵⁾

1,254,750

⁽¹⁾

Class A Common Stock

1,254,750

⁽¹⁾

9,839,104

D ⁽⁵⁾ ⁽⁶⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Ergen 2005 Two Year GRAT dated November 9 2005 9601 S. MERIDIAN BLVD. ENGLEWOOD, CO 80112		X		Joint Filing Group
Ergen 2005 Three Year GRAT dated November 9 2005 9601 S. MERIDIAN BLVD. ENGLEWOOD, CO 80112		X		Joint Filing Group
Ergen 2005 Four Year GRAT dated November 9 2005 9601 S. MERIDIAN BLVD. ENGLEWOOD, CO 80112		X		Joint Filing Group
Ergen 2005 Five Year GRAT dated November 9 2005 9601 S. MERIDIAN BLVD. ENGLEWOOD, CO 80112		X		Joint Filing Group

Signatures

/s/ David K. Moskowitz, Trustee of the Ergen Two-Year GRAT dated November 9, 2005, by Brandon Ehrhart, his Attorney in Fact		11/13/2007
^**Signature of Reporting Person		Date
/s/ David K. Moskowitz, Trustee of the Ergen Three-Year GRAT dated November 9, 2005, by Brandon Ehrhart, his Attorney in Fact		11/13/2007
^**Signature of Reporting Person		Date
/s/ David K. Moskowitz, Trustee of the Ergen Four-Year GRAT dated November 9, 2005, by Brandon Ehrhart, his Attorney in Fact		11/13/2007
^**Signature of Reporting Person		Date
/s/ David K. Moskowitz, Trustee of the Ergen Five-Year GRAT dated November 9, 2005, by Brandon Ehrhart, his Attorney in Fact		11/13/2007
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	On November 9, 2005, Charles W. Ergen established four Grantor Retained Annuity Trusts ("GRATs"), contributing 12,500,000 Class B shares to each, resulting in the transfer of a total of 50,000,000 Class B shares. Each GRAT may elect to convert any or all of its Class B shares into an equal number of Class A shares at any time for no additional consideration.
(2)	Pursuant to the terms of the Ergen Two-Year GRAT, 3,892,588 shares were distributed as an annuity to Mr. Ergen on November 9, 2007, with the remaining 4,245,151 shares distributed to trusts the beneficiaries of which are members of Mr. Ergen's family. Following these distributions, the Ergen Two-Year GRAT terminated pursuant to its terms.
(3)	Pursuant to the terms of the Ergen Three-Year GRAT, 2,418,459 shares were distributed as an annuity to Mr. Ergen on November 9, 2007, with the Ergen Three-Year GRAT retaining 7,371,275 shares.
(4)	Pursuant to the terms of the Ergen Four-Year GRAT, 1,687,908 shares were distributed as an annuity to Mr. Ergen on November 9, 2007, with the Ergen Four-Year GRAT retaining 8,920,524 shares.
(5)	Pursuant to the terms of the Ergen Five-Year GRAT, 1,254,750 shares were distributed as an annuity to Mr. Ergen on November 9, 2007, with the Ergen Five-Year GRAT retaining 9,839,104 shares.
(6)	There is no formal agreement to vote or dispose of the shares owned by each GRAT in a particular manner. The dispositive and voting power of the shares held by each of the GRATs is made independent of each other, except to the extent that Mr. David K. Moskowitz is the trustee of each of the GRATs and in that respect is able to control the disposition and voting of the shares of Class B Common Stock owned by each such GRAT.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.