Statement of Changes in Beneficial Ownership (4)
21 January 2022 - 8:05AM
Edgar (US Regulatory)
FORM 4
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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
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Winfrey Christopher L |
2. Issuer Name and Ticker or Trading Symbol
CHARTER COMMUNICATIONS, INC. /MO/
[
CHTR
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Operating Officer |
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(Last)
(First)
(Middle)
C/O CHARTER COMMUNICATIONS, INC., 400 WASHINGTON BLVD. |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/18/2022 |
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(Street)
STAMFORD, CT 06902
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security
(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 | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Stock Options | $221.248 | 10/18/2021 | | J |
V
| | 15772 (1) | (1) | 6/17/2026 | Class A Common Stock | 15772.0 (2) | (2) | 50536 | I | Held by Christopher L. Winfrey 2020 GRAT II |
| Stock Options | $221.248 | 10/18/2021 | | J |
V
| 15772 (1) | | (1) | 6/17/2026 | Class A Common Stock | 15772.0 (2) | (2) | 47753 | D | |
| Stock Options | $150.88 | 10/22/2021 | | J |
V
| | 2086 (3) | (3) | 1/15/2024 | Class A Common Stock | 2086.0 (4) | (4) | 8065 | I | Held by Christopher L. Winfrey 2018 GRAT I |
| Stock Options | $150.88 | 10/22/2021 | | J |
V
| 2086 (3) | | (3) | 1/15/2024 | Class A Common Stock | 2086.0 (4) | (4) | 28911 | D | |
| Stock Options | $150.88 | 10/23/2021 | | J |
V
| | 8065 (3) | (3) | 1/15/2024 | Class A Common Stock | 8065.0 (5) | (5) | 0 (6) | I | Held by Christopher L. Winfrey 2018 GRAT I |
| Stock Options | $150.88 | 10/23/2021 | | J |
V
| 8065 (3) | | (3) | 1/15/2024 | Stock Options | 8065.0 (5) | (5) | 8065 | I | Held by Winfrey Dynasty Trust |
| Stock Options | $221.248 | | | | | | | (1) | 6/17/2026 | Class A Common Stock | 165770.0 | | 165770 | I | Held by Christopher L. Winfrey 2021 GRAT I |
| Stock Options | $221.248 | | | | | | | (1) | 6/17/2026 | Class A Common Stock | 99461.0 | | 99461 | I | Held by Christopher L. Winfrey 2019 GRAT I |
| Stock Options | $221.248 | | | | | | | (1) | 6/17/2026 | Class A Common Stock | 133789.0 | | 133789 | I | Held by Christopher L. Winfrey 2020 GRAT I |
| Stock Options | $588.825 | 1/18/2022 | | A | | 57356 (7) | | 1/18/2025 | 1/18/2032 | Class A Common Stock | 57356.0 | $588.825 | 57356 | D | |
| Explanation of Responses: |
| (1) | Stock options granted on June 17, 2016 under the Charter Communications, Inc. Amended and Restated 2009 Stock Incentive Plan: 99,461 shares subject to the attainment of a $289.76 per-share hurdle (with a 10-year term); 99,462 shares subject to the attainment of a $364.97 per-share hurdle (with a 10-year term); 99,462 shares subject to the attainment of $455.66 per-share hurdle (with a 10-year term); 99,462 shares subject to the attainment of a $496.58 per-share hurdle (with a 10-year term); and 99,462 shares subject to the attainment of a $564.04 per-share hurdle (with a 10-year term). One third of the stock options were first eligible to vest on each of the third, fourth and fifth anniversaries of the date of grant subject to achievement of the applicable per-share price hurdles. Any options that had not vested within 6 years from the date of grant would have been cancelled. |
| (2) | On October 18, 2021 the Christopher L. Winfrey 2020 GRAT II transferred 15,772 stock options to the reporting person. |
| (3) | Stock options granted on January 15, 2014 under the Charter Communications, Inc. 2009 Stock Incentive Plan. The options became exercisable on January 15, 2017. |
| (4) | On October 22, 2021 the Christopher L. Winfrey 2018 GRAT I transferred 2,086 stock options to the reporting person |
| (5) | On October 23, 2021 the Christopher L. Winfrey 2018 GRAT I transferred 8,065 stock options to the Winfrey Dynasty Trust. |
| (6) | The Christopher L. Winfrey 2018 GRAT I was terminated and the remaining stock options were distributed from the Christopher L. Winfrey 2018 GRAT I to the Winfrey Dynasty Trust. |
| (7) | Stock Options granted on January 18, 2022 under the Charter Communications, Inc. 2019 Stock Incentive Plan; 100% of the grant will vest on the third anniversary of the grant date, January 18, 2025. Such options will terminate 10 years from the date of grant unless terminated sooner in accordance with the plan or grant agreement. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Winfrey Christopher L
C/O CHARTER COMMUNICATIONS, INC.
400 WASHINGTON BLVD.
STAMFORD, CT 06902 |
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| Chief Operating Officer |
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Signatures
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| /s/Thomas E. Proost as attorney-in-fact for Christopher L. Winfrey | | 1/19/2022 |
| **Signature of Reporting Person | Date |
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