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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CHARTER COMMUNICATIONS, INC. /MO/ [ CHTR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/17/2023 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 | 12/07/2022 | J | V | 81,945.833(1) | D | $0 | 0 | I | By 2020 GRAT | |
Class A Common Stock | 12/07/2022 | J | V | 81,945.833(1) | A | $0 | 165,145.0038 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | $150.88 | 05/25/2022 | J | V | 147,905(2) | 01/15/2017 | 01/15/2024 | Class A Common Stock | 147,905 | $0 | 0 | D | |||
Stock Options | $150.88 | 05/25/2022 | J | V | 147,905(2) | 01/15/2017 | 01/15/2024 | Class A Common Stock | 147,905 | $0 | 147,905 | I | By Rutledge 2022 GRAT I | ||
Stock Options | $175.76 | 05/25/2022 | J | V | 136,188(3) | 01/15/2018 | 01/15/2025 | Class A Common Stock | 136,188 | $0 | 0 | D | |||
Stock Options | $175.76 | 05/25/2022 | J | V | 136,188(3) | 01/15/2018 | 01/15/2025 | Class A Common Stock | 136,188 | $0 | 136,188 | I | By Rutledge 2022 GRAT I | ||
Stock Options | $387.375 | 01/17/2023 | A | 110,225(4) | 01/17/2026 | 01/17/2033 | Class A Common Stock | 110,225 | $0 | 110,225 | D |
Explanation of Responses: |
1. On December 7, 2023, the reporting person transferred 81,945.833 shares from the 2020 GRAT to the reporting person. |
2. On May 25, 2022, the reporting person transferred 147,905 stock options to the Rutledge 2022 GRAT I. The stock options were granted on January 15, 2014 under the Charter Communications, Inc. 2009 Stock Incentive Plan; 100% of the grant vested on the third anniversary of the grant date, January 15, 2017. Such options will terminate 10 years from the date of grant unless terminated sooner in accordance with the plan or grant agreement. |
3. On May 25, 2022, the reporting person transferred 136,188 stock options to the Rutledge 2022 GRAT I. The stock options were granted on January 15, 2015 under the Charter Communications, Inc. 2009 Stock Incentive Plan; 100% of the grant vested on the third anniversary of the grant date, January 15, 2018. Such options will terminate 10 years from date of grant unless terminated sooner in accordance with the plan or grant agreement. |
4. Stock options granted on January 17, 2023 under the Charter Communications, Inc. 2019 Stock Incentive Plan; 100% of the grant will vest on the third anniversary of the grant date, January 17, 2026. Such options will terminate 10 years from the date of grant unless terminated sooner in accordance with the plan or grant agreement. |
Remarks: |
/s/Jennifer A. Smith as attorney-in-fact for Thomas M. Rutledge | 01/19/2023 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |