SEC Filing | Charter Communications Inc.

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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

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)
10/23/2018

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	10/24/2018		J		35,854	D	$0⁽¹⁾	14,983	D
Class A Common Stock	10/24/2018		J		35,854	A	$0⁽¹⁾	35,854	I	By Trust
Class A Common Stock	12/07/2018		J		34,909	D	$0⁽²⁾	945	I	By Trust
Class A Common Stock	12/07/2018		J		34,909	A	$0⁽²⁾	34,909	I	By Trust
Class A Common Stock	12/07/2018		J		12,303	D	$0⁽³⁾	2,680	D
Class A Common Stock	12/07/2018		J		12,303	A	$0⁽³⁾	12,303	I	By Trust
Class A Common Stock	12/07/2018		J		22,605	D	$0⁽⁴⁾	27,126	I	By Atalaya Management, LLC
Class A Common Stock	12/07/2018		J		22,605	A	$0⁽⁴⁾	34,908	I	By Trust
Class A Common Stock	01/15/2019		M		6,798⁽⁵⁾	A	$292.31⁽⁶⁾	9,478	D
Class A Common Stock	01/15/2019		F		2,832⁽⁷⁾	D	$292.31	6,646	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options	$60.96	10/23/2018		J			93,434⁽⁵⁾⁽⁸⁾	⁽⁸⁾	04/26/2021	Class A common stock	93,434⁽⁹⁾	⁽⁹⁾	70,075	D
Stock Options	$60.96	10/23/2018		J		93,434		⁽⁸⁾	04/26/2021	Class A common stock	93,434⁽⁹⁾	⁽⁹⁾	93,434	I	By Trust
Stock Options	$150.88	10/23/2018		J			14,970	⁽¹⁰⁾	01/15/2024	Class A common stock	14,970⁽¹¹⁾	⁽¹¹⁾	22,006	D
Stock Options	$150.88	10/23/2018		J		14,970		⁽¹⁰⁾	01/15/2024	Class A common stock	14,970⁽¹¹⁾	⁽¹¹⁾	14,970	I	By Trust
Restricted Stock Units	⁽⁶⁾	01/15/2019		M			6,798	⁽¹²⁾	⁽¹²⁾	Class A Common Stock	6,798	$0	0	D

Explanation of Responses:

1. On October 24, 2018, the reporting person transferred 35,854 shares of Charter Class A common stock to the Yeniley Lorenzo Winfrey Rev Tr U/A DTD 07/27/2001.

2. On 12/7/2018, the Yeniley Lorenzo Winfrey Rev Tr U/A DTD 07/27/2001 transferred 34,909 shares of Charter Class A common stock to the Yeniley L Winfrey Irrevocable Trust.

3. On 12/7/2018, the reporting person transferred 12,303 shares of Charter Class A common stock to the Winfrey Dynasty Trust.

4. On 12/7/2018, Atalaya Management, LLC transferred 22,605 shares of Charter Class A common stock to the Winfrey Dynasty Trust.

5. In connection with the closing of the Time Warner Cable Inc. transactions the merger exchange ratio of .9042 was applied to the number of Restricted Stock Units as well as the exercise price of options(divided by .9042) and the number of options (multiplied by .9042).

6. Restricted Stock Units convert into common stock on a one-for-one basis.

7. Withholding of securities for the purpose of paying taxes.

8. Performance-vesting stock options granted on April 26, 2011; 60,277 stock options subject to the attainment of a $60 per share hurdle; 60,278 stock options subject to the attainment of a $80 per share hurdle; and 30,278 stock options subject to the attainment of a $100 per-share hurdle; Vesting schedule as follows: 33% first eligible to vest on January 26, 2012; 33% first eligible to vest on September 30, 2012; and 33% first eligible to vest on September 30, 2013. As the grants vested before the Time Warner Cable Inc. transactions, the number of shares and performance targets in this footnote were not adjusted for purposes of this filing.

9. On October 23, 2018, the reporting person transferred 93,434 stock options to the Christopher L. Winfrey 2018 GRAT II.

10. Time-vesting stock options granted on January 15, 2014 under the Charter Communications, Inc. 2009 Stock Incentive Plan. The options became exercisable on January 15, 2017.

11. On October 23, 2018, the reporting person transferred 14,970 stock options to the Christopher L. Winfrey 2018 GRAT I.

12. On 1/15/2016 the reporting person was granted 7,519 Restricted Stock Units to vest on 1/15/2019. In connection with the closing of the Time Warner Cable Inc. transactions the merger exchange ratio of .9042 was applied to the number of unvested Restricted Stock Units.

Remarks:

	/s/Daniel J. Bollinger as attorney-in-fact for Christopher L. Winfrey	01/17/2018
	** 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/Christopher L. Winfrey _____

 Print Name:  Christopher L. Winfrey

Sec.16PowerAtty.doc