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) 02/22/2023 | ||||||||||||||||||||||||||
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 |
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 | $221.248 | 01/28/2023 | J | V | 180,000(1) | (1) | 06/17/2026 | Class A Common Stock | 180,000 | $0 | 119,681 | D | |||
Stock Options | $221.248 | 01/28/2023 | J | V | 180,000(1) | (1) | 06/17/2026 | Class A Common Stock | 377,628 | $0 | 377,628 | I | Held by GRAT | ||
Stock Options | $221.248 | 01/28/2023 | J | V | 64,052(2) | (2) | 06/17/2026 | Class A Common Stock | 64,052 | $0 | 313,576 | I | Held by GRAT | ||
Stock Options | $221.248 | 01/28/2023 | J | V | 64,052(2) | (2) | 06/17/2026 | Class A Common Stock | 64,052 | $0 | 183,733 | D | |||
Stock Options | $380.53 | 02/22/2023 | A | 531,840(3) | (3) | 02/22/2033 | Class A Common Stock | 531,840 | $0 | 531,840 | D | ||||
Restricted Stock Units | (4) | 02/22/2023 | A | 59,093(5) | (5) | (4) | Class A Common Stock | 59,093 | $0 | 59,093 | D |
Explanation of Responses: |
1. On January 28, 2023, the reporting person transferred 180,000 stock options to a grantor retained annuity trust. The stock options were granted on June 17, 2016 under the Charter Communications, Inc. 2009 Stock Incentive Plan (with a 10-year term) as follows: 99,461 shares subject to the attainment of a $289.76 per-share hurdle; 99,462 shares subject to the attainment of a $364.97 per-share hurdle; 99,462 shares subject to the attainment of $455.66 per-share hurdle; 99,462 shares subject to the attainment of a $496.58 per-share hurdle; and 99,462 shares subject to the attainment of a $564.04 per-share hurdle. 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. All options were fully exercisable as of June 17, 2021. |
2. On January 28, 2023, the reporting person transferred 64,052 stock options from a grantor retained annuity trust to his personal account. The stock options were granted on June 17, 2016 under the Charter Communications, Inc. 2009 Stock Incentive Plan (with a 10-year term) as follows: 99,461 shares subject to the attainment of a $289.76 per-share hurdle; 99,462 shares subject to the attainment of a $364.97 per-share hurdle; 99,462 shares subject to the attainment of $455.66 per-share hurdle; 99,462 shares subject to the attainment of a $496.58 per-share hurdle; and 99,462 shares subject to the attainment of a $564.04 per-share hurdle. 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. All options were fully exercisable as of June 17, 2021. |
3. Stock options granted on February 22, 2023 under the Charter Communications, Inc. 2019 Stock Incentive Plan (with a 10-year term) as follows: 106,368 shares subject to the attainment of a $564.00 per-share hurdle; 106,368 shares subject to the attainment of a $639.00 per-share hurdle; 106,368 shares subject to the attainment of $798.00 per-share hurdle; 106,368 shares subject to the attainment of a $870.00 per-share hurdle; 53,184 shares subject to the attainment of a $988.00 per-share hurdle; and 53,184 shares subject to the attainment of a $1,000.00 per-share hurdle. One third of the stock options are 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. |
4. Restricted Stock Unit Grant - price and expiration date not applicable. |
5. Restricted Stock Units granted on February 22, 2023 under the Charter Communications, Inc. 2019 Stock Incentive Plan; 19,697 shares subject to the attainment of a $798.00 per-share hurdle; 19,698 shares subject to the attainment of a $870.00 per-share hurdle; 9,849 shares subject to the attainment of a $988.00 per-share hurdle; and 9,849 shares subject to the attainment of $1,000.00 per-share hurdle. One third of the Restricted Stock Units are 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 Restricted Stock Units that have not vested within 6 years from the date of grant will be cancelled. |
Remarks: |
/s/Jennifer A. Smith as attorney-in-fact for Christopher L. Winfrey | 02/24/2023 | |
** 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. |