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 WASHINGTON BLVD.

(Street)
STAMFORD CT 06902

(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)
President and CEO
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)
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 01/17/2023 M 1,758(1) A (2) 51,014 D
Class A Common Stock 01/17/2023 F 911(3) D $386.82 50,103 D
Class A Common Stock 82,518 I Shares held by Winfrey Dynasty Trust
Class A Common Stock 34,909 I Shares held by Yeniley L Winfrey Irrevocable Trust
Class A Common Stock 945 I Shares held by Yeniley Lorenzo Winfrey Rev Tr U/A DTD 07/27/2001
Class A Common Stock 20,674 I Shares held by Atalaya Management, LLC
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
Stock Options $221.248 01/05/2023 J V 50,536(4) (4) 06/17/2026 Class A Common Stock 50,536 $0 0 I Held by Christopher L. Winfrey 2020 GRAT II
Stock Options $221.248 01/05/2023 J V 50,536(4) (4) 06/17/2026 Class A Common Stock 50,536 $0 299,681 D
Restricted Stock Units (2) 01/17/2023 M 1,758(1) 01/17/2023 (2) Class A Common Stock 1,758 $0 0 D
Stock Options $387.375 01/17/2023 A 124,922(5) 01/17/2026 01/17/2033 Class A Common Stock 124,922 $0 124,922 D
Stock Options $221.248 (6) 06/17/2026 Class A Common Stock 53,247 53,247 I Held by Christopher L. Winfrey 2020 GRAT I
Stock Options $221.248 (6) 06/17/2026 Class A Common Stock 80,329 80,329 I Held by Christopher L. Winfrey 2021 GRAT I
Stock Options $221.248 (6) 06/17/2026 Class A Common Stock 64,052 64,052 I Held by Christopher L. Winfrey 2019 GRAT I
Explanation of Responses:
1. Restricted Stock Units 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, with an effective date of January 17, 2023.
2. Restricted Stock Unit grant - price and expiration date not applicable
3. Withholding of securities for the purpose of paying taxes.
4. On January 5, 2023 the Christopher L. Winfrey 2020 GRAT II transferred 50,536 stock options to the reporting person. The stock options were granted 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.
5. 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.
6. Stock options 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.
Remarks:
/s/Jennifer A. Smith as attorney-in-fact for Christopher L. Winfrey 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).
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