SEC Filing | Charter Communications Inc.

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SEC FORM 3 SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

Ray Richard Adam

(Last)

(First)

(Middle)

400 WASHINGTON BLVD.

(Street)

STAMFORD

06902

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/24/2023

3. Issuer Name and Ticker or Trading Symbol
CHARTER COMMUNICATIONS, INC. /MO/ [ CHTR ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, Chief Commercial Officer

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	510	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Options	01/16/2021	01/16/2028	Class A Common Stock	5,015⁽¹⁾	353.2046	D
Stock Options	01/15/2022	01/15/2029	Class A Common Stock	5,765⁽²⁾	292.31	D
Stock Options	01/15/2023	01/15/2030	Class A Common Stock	3,289⁽³⁾	512.0575	D
Stock Options	07/01/2023	07/01/2030	Class A Common Stock	3,802⁽⁴⁾	515.615	D
Restricted Stock Units	07/01/2023	⁽⁵⁾	Class A Common Stock	108⁽⁶⁾	⁽⁵⁾	D
Stock Options	01/15/2024	01/15/2031	Class A Common Stock	9,280⁽⁷⁾	625.55	D
Restricted Stock Units	01/15/2024	⁽⁵⁾	Class A Common Stock	280⁽⁸⁾	⁽⁵⁾	D
Stock Options	06/23/2024	06/23/2031	Class A Common Stock	2,570⁽⁹⁾	702.13	D
Restricted Stock Units	06/23/2024	⁽⁵⁾	Class A Common Stock	80⁽¹⁰⁾	⁽⁵⁾	D
Stock Options	01/18/2025	01/18/2032	Class A Common Stock	12,905⁽¹¹⁾	588.825	D
Restricted Stock Units	01/18/2025	⁽⁵⁾	Class A Common Stock	425⁽¹²⁾	⁽⁵⁾	D
Stock Options	01/19/2025	01/19/2032	Class A Common Stock	2,602⁽¹³⁾	581.1869	D
Restricted Stock Units	01/19/2025	⁽⁵⁾	Class A Common Stock	86⁽¹⁴⁾	⁽⁵⁾	D
Stock Options	01/17/2026	01/17/2033	Class A Common Stock	19,841⁽¹⁵⁾	387.375	D
Restricted Stock Units	01/17/2026	⁽⁵⁾	Class A Common Stock	774⁽¹⁶⁾	⁽⁵⁾	D
Stock Options	⁽¹⁷⁾	02/22/2033	Class A Common Stock	93,299⁽¹⁷⁾	380.53	D
Restricted Stock Units	⁽¹⁸⁾	⁽⁵⁾	Class A Common Stock	10,366⁽¹⁸⁾	⁽⁵⁾	D

Explanation of Responses:

1. Stock Options granted on January 16, 2018 under the Charter Communications, Inc. 2009 Stock Incentive Plan. 100% of the grant vested on the third anniversary of the grant date, January 16, 2021. Such options will terminate 10 years from the date of grant unless terminated sooner in accordance with the plan or grant agreement.

2. Stock Options granted on January 15, 2019 under the Charter Communications, Inc. 2009 Stock Incentive Plan. 100% of the grant vested on the third anniversary of the grant date, January 15, 2022. Such options will terminate 10 years from the date of grant unless terminated sooner in accordance with the plan or grant agreement.

3. Stock Options granted on January 15, 2020 under the Charter Communications, Inc. 2019 Stock Incentive Plan. 100% of the grant vested on the third anniversary of the grant date, January 15, 2023. Such options will terminate 10 years from the date of grant unless terminated sooner in accordance with the plan or grant agreement.

4. Stock Options granted on July 1, 2020 under the Charter Communications, Inc. 2019 Stock Incentive Plan. 100% of the grant will vest on the third anniversary of the grant date, July 1, 2023. Such options will terminate 10 years from the date of grant unless terminated sooner in accordance with the plan or grant agreement.

5. Restricted Stock Unit grant - price and expiration date not applicable.

6. Restricted Stock Units granted on July 1, 2020 under the Charter Communications, Inc. 2019 Stock Incentive Plan; 100% of the grant will vest on the third anniversary of the grant date, July 1, 2023.

7. Stock Options granted on January 15, 2021 under the Charter Communications, Inc. 2019 Stock Incentive Plan; 100% of the grant will vest on the third anniversary of the grant date, January 15, 2024. Such options will terminate 10 years from the date of grant unless terminated sooner in accordance with the plan or grant agreement.

8. Restricted Stock Units granted on January 15, 2021 under the Charter Communications, Inc. 2019 Stock Incentive Plan; 100% of the grant will vest on the third anniversary of the grant date, January 15, 2024.

9. Stock Options granted on June 23, 2021 under the Charter Communications, Inc. 2019 Stock Incentive Plan; 100% of the grant will vest on the third anniversary of the grant date, June 23, 2024. Such options will terminate 10 years from the date of grant unless terminated sooner in accordance with the plan or grant agreement.

10. Restricted Stock Units granted on June 23, 2021 under the Charter Communications, Inc. 2019 Stock Incentive Plan; 100% of the grant will vest on the third anniversary of the grant date, June 23, 2024.

11. 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.

12. Restricted Stock Units 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.

13. Stock Options granted on January 19, 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 19, 2025. Such options will terminate 10 years from the date of grant unless terminated sooner in accordance with the plan or grant agreement.

14. Restricted Stock Units granted on January 19, 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 19, 2025.

15. 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.

16. Restricted Stock Units 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.

17. Stock options granted on February 22, 2023 under the Charter Communications, Inc. 2019 Stock Incentive Plan (with a 10-year term) as follows: 18,659 shares subject to the attainment of a $507.00 per-share hurdle; 18,660 shares subject to the attainment of a $639.00 per-share hurdle; 18,660 shares subject to the attainment of $798.00 per-share hurdle; 18,660 shares subject to the attainment of a $870.00 per-share hurdle; 9,330 shares subject to the attainment of a $988.00 per-share hurdle; and 9,330 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.

18. Restricted Stock Units granted on February 22, 2023 under the Charter Communications, Inc. 2019 Stock Incentive Plan; 3,455 shares subject to the attainment of a $798.00 per-share hurdle; 3,455 shares subject to the attainment of a $870.00 per-share hurdle; 1,728 shares subject to the attainment of a $988.00 per-share hurdle and 1,728 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/Richard Adam Ray	04/27/2023
	** 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 5 (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.

poarayv22023

POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned constitutes and appoints each of Richard R. Dykhouse, Thomas E. Proost, Jennifer A. Smith, William S. Grimshaw and Meghan E. Gearhart, acting alone, as his true and lawful attorney-in-fact and agent, effective on the date hereof, for him and in his name, place and stead, in any and all capacities, to prepare, execute and file with the United States Securities and Exchange Commission (“SEC”) and NASDAQ, on behalf of him, (i) a Form ID, including amendments thereto, and any other documents necessary, appropriate or desirable to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required or considered by such attorney-in-fact to be advisable under Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, and (ii) any and all Forms 3, 4, and 5 reporting beneficial ownership and changes in beneficial ownership of securities issued by Charter Communications, Inc. (the “Company”) and any amendments and supplements to those forms, which, in the opinion of such attorney-in- fact, may be necessary, appropriate or desirable to comply with Section 16(a) of the Exchange Act and the rules and regulations promulgated thereunder. The undersigned hereby grants to each attorney-in-fact full power and authority to perform all and every act requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, with full power of revocation, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act. This Power of Attorney shall automatically terminate as to named attorneys-in- fact six months after the undersigned ceases to be a Section 16 Reporting Person of the Company. This Power of Attorney shall terminate as to each named attorney-in-fact whose employment by the Company and its affiliates shall terminate. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed. Date: April 18, 2023 By: _/s/Richard Adam Ray____________ Print Name: Richard Adam Ray