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*
Rutledge Thomas

(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Executive Chairman
3. Date of Earliest Transaction (Month/Day/Year)
11/14/2023
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
Rule 10b5-1(c) Transaction Indication

  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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 11/14/2023 M 147,905(1) A $150.88 294,850.0038 D
Class A Common Stock 11/14/2023 F 97,197(2) D $417.855 197,653.0038 D
Class A Common Stock 11/14/2023 M 74,137(3) A $175.76 271,790.0038 D
Class A Common Stock 11/14/2023 F 51,089(2) D $417.855 220,701.0038 D
Class A Common Stock 11/14/2023 S 19,315 D $412.273(4) 201,386.0038 D
Class A Common Stock 11/14/2023 S 16,949 D $413.182(5) 184,437.0038 D
Class A Common Stock 11/14/2023 S 6,422 D $414.461(6) 178,015.0038 D
Class A Common Stock 11/14/2023 S 30,637 D $415.33(7) 147,378.0038 D
Class A Common Stock 11/14/2023 S 9,780 D $416.167(8) 137,598.0038 D
Class A Common Stock 11/14/2023 S 4,800 D $417.17(9) 132,798.0038 D
Class A Common Stock 17,493 I By trust(10)
Class A Common Stock 17,493 I By trust(11)
Class A Common Stock 35,971 I By trust(12)
Class A Common Stock 35,971 I By trust(13)
Class A Common Stock 9,100 I By trust(14)
Class A Common Stock 9,100 I By trust(15)
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 $150.88 11/14/2023 M 147,905(1) 01/15/2017 01/15/2024 Class A Common Stock 147,905 $150.88 0 D
Stock Options $175.76 11/14/2023 M 74,137(3) 01/15/2018 01/15/2025 Class A Common Stock 74,137 $175.76 0 D
Explanation of Responses:
1. To address the near-term expiration of time vesting stock options granted on January 15, 2014, the reporting person exercised options granted under the Charter Communications, Inc. 2009 Stock Incentive Plan. The options became fully exercisable on January 15, 2017.
2. Withholding of securities for the purpose of paying the exercise price and paying taxes.
3. Stock Options granted on January 15, 2015 under the Charter Communications, Inc. 2009 Stock Incentive Plan. The options became fully exercisable on January 15, 2018.
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $411.830 to $412.810, inclusive. The reporting person undertakes to provide Charter Communications, Inc., any security holder of Charter Communications, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $412.830 to $413.775, inclusive. The reporting person undertakes to provide Charter Communications, Inc., any security holder of Charter Communications, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $413.860 to $414.855, inclusive. The reporting person undertakes to provide Charter Communications, Inc., any security holder of Charter Communications, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $414.860 to $415.850, inclusive. The reporting person undertakes to provide Charter Communications, Inc., any security holder of Charter Communications, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $415.870 to $416.865, inclusive. The reporting person undertakes to provide Charter Communications, Inc., any security holder of Charter Communications, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $416.870 to $417.840, inclusive. The reporting person undertakes to provide Charter Communications, Inc., any security holder of Charter Communications, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
10. These shares are held in an irrevocable trust, the GST Exempt Trust FBO TP Rutledge, for the benefit of the reporting person's adult child. The reporting person's spouse is trustee of the trust. The reporting person is not a beneficiary of the irrevocable trust and disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
11. These shares are held in an irrevocable trust, the GST Exempt Trust FBO A Alonso, for the benefit of the reporting person's adult child. The reporting person's spouse is trustee of the trust. The reporting person is not a beneficiary of the irrevocable trust and disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
12. These shares are held in an irrevocable trust, the Non-Exempt Trust FBO TP Rutledge, for the benefit of the reporting person's adult child. The reporting person is trustee of the trust. The reporting person is not a beneficiary of the irrevocable trust and disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
13. These shares are held in an irrevocable trust, the Non-Exempt Trust FBO A Alonso, for the benefit of the reporting person's adult child. The reporting person is the trustee of the trust. The reporting person is not a beneficiary of the irrevocable trust and disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
14. These shares are held in a trust for the benefit of A Alonso, the reporting person's adult child. The reporting person is trustee of the trust. The reporting person is not a beneficiary of the trust and disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
15. These shares are held in a trust for the benefit of TP Rutledge, the reporting person's adult child. The reporting person is trustee of the trust. The reporting person is not a beneficiary of the trust and disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
Remarks:
/s/Jennifer A. Smith as attorney-in-fact for Thomas M. Rutledge 11/16/2023
** 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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