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RUTLEDGE THOMAS filed this Form 4 on 02/17/2016
Entire Document
 
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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OMB Number: 3235-0287
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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*
Rutledge Thomas

(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
02/13/2016
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 02/13/2016 F 36,417(1) D $164.34(2) 335,656 D
Class A Common Stock 02/13/2016 F 37,096(3) D $164.34(2) 298,560 D
Class A Common Stock 02/16/2016 M 55,450(4) A $53.595 354,010 D
Class A Common Stock 02/16/2016 F 36,241(5) D $164.965(6) 317,769 D
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
Performance Vesting Stock Options $53.595 02/16/2016 M 55,450 (7) 02/19/2016 Class A Common Stock 55,450 $0 0 D
Explanation of Responses:
1. Previously reported performance-vesting restricted shares vested on February 13, 2016. Withholding of securities for the purpose of paying taxes.
2. Per-share value assigned to the shares withheld based on the average of the high and low trading prices on February 12, 2016.
3. Previously reported time-vesting restricted shares vested on February 13, 2016. Withholding of securities for the purpose of paying taxes.
4. Securities acquired upon exercise of all of the vested performance-vesting stock options with a $125 and $150 per share stock price target granted on December 19, 2011 under the Charter Communications, Inc. Amended and Restated 2009 Stock Incentive Plan.
5. Withholding of securities for the purpose of paying exercise price and taxes due upon exercise of stock options.
6. Per-share value assigned to the shares withheld based on the fair market value of the shares at the time the stock options were exercised on February 16, 2016.
7. Date exercisable varies for each vesting tranche.
Remarks:
/s/Daniel J. Bollinger as attorney-in-fact for Thomas M. Rutledge 02/17/2016
** 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.
 POWER OF ATTORNEY





      KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned constitutes and appoints each of Richard R. Dykhouse, Thomas E. Proost, Daniel J. Bollinger, Constance C. Kovach and Jennifer Dau-Sullivan, 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 execute on behalf of him any and all Forms 3, 4, and 5 reporting beneficial ownership and changes in beneficial ownership of securities issued by Charter Communications, Inc. (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 Securities Exchange Act of 1934 (Exchange Act), as amended, and the rules and regulations promulgated thereunder (Rules), and to file such forms with the United States Securities and Exchange Commission (SEC) and NASDAQ.

 

 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: __1/16/15____________  By:  __/s/Thomas M. Rutledge__      _____

 Print Name:  Thomas M. Rutledge

Sec.16PowerAtty.doc