SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Winfrey Christopher L

(Last) (First) (Middle)
C/O CHARTER COMMUNICATIONS, INC.
400 ATLANTIC STREET

(Street)
STAMFORD CT 06901

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CHARTER COMMUNICATIONS, INC. /MO/ [ CHTR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
11/03/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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
Class A Common Stock 09/16/2020 J V 6,265(1) D (1) 85,388 D
Class A Common Stock 09/16/2020 J V 6,265(1) A (1) 7,210 I Shares held by Yeniley Lorenzo Winfrey Rev Tr U/A DTD 07/27/2001
Class A Common Stock 11/03/2020 S 6,265(2) D $594.99(3) 945 I Shares held by Yeniley Lorenzo Winfrey Rev Tr U/A DTD 07/27/2001
Class A Common Stock 11/03/2020 S 58,254(2) D $595.89(4) 27,134 D
Class A Common Stock 11/03/2020 G V 6,452(5) D $0 20,674 I Shares held by Atalaya Management, LLC
Class A Common Stock 34,908 I Shares held by Winfrey Dynasty Trust
Class A Common Stock 34,909 I Shares held by Yeniley L Winfrey Irrevocable Trust
Class A Common Stock 57,583 I Shares held by Christopher L. Winfrey 2018 GRAT II
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 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: 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 10/19/2020 J V 66,308(6) (6) 06/17/2026 Class A Common Stock 66,308(7) (7) 165,770 D
Stock Options $221.248 10/19/2020 J V 66,308(6) (6) 06/17/2026 Class A Common Stock 66,308(7) (7) 66,308 I Held by Christopher L. Winfrey 2020 GRAT II
Stock Options $221.248 (6) 06/17/2026 Class A Common Stock 165,770 165,770 I Held by Christopher L. Winfrey 2020 GRAT I
Stock Options $221.248 (6) 06/17/2026 Class A Common Stock 99,461 99,461 I Held by Christopher L. Winfrey 2019 GRAT I
Explanation of Responses:
1. On September 16, 2020 the reporting person transferred 6,265 shares to the Yeniley Lorenzo Winfrey Rev Tr U/A DTD 07/27/2001.
2. Sales of shares effectively representing shares purchased in the market in 2010, 2011 and 2017 and a portion of an equity grant received in 2010.
3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $594.28 to $597.32, inclusive. The reporting person undertakes to provide Charter Communications, Inc., any security holder of Charter Communications, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $593.03 to $599.01, inclusive. The reporting person undertakes to provide Charter Communications, Inc., any security holder of Charter Communications, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
5. Charitable gift to donor advised fund.
6. Stock options granted on June 17, 2016 under the Charter Communictions, 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 will be 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 have not vested within 6 years from the date of grant will be cancelled.
7. On October 19, 2020 the reporting person transferred 66,308 stock options to the Christopher L. Winfrey 2020 GRAT II.
Remarks:
/s/Daniel J. Bollinger as attorney-in-fact for Christopher L. Winfrey 11/05/2020
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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