Charter Communications (CHTR) Form 4 CHARTER COMMUNICATIONS / Christopher L Winfrey ownership change

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)
Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/22/2022

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

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	$183.87	04/08/2022		J	V		489(1)	01/15/2019	01/15/2026	Class A Common Stock	489	$0	0	I	Held by Christopher L. Winfrey 2019 GRAT I
Stock Options	$183.87	04/08/2022		J	V	489(1)		01/15/2019	01/15/2026	Class A Common Stock	489	$0	24,064	D
Stock Options	$221.248	04/08/2022		J	V		35,409(2)	(2)	06/17/2026	Class A Common Stock	35,409	$0	64,052	I	Held by Christopher L. Winfrey 2019 GRAT I
Stock Options	$221.248	04/08/2022		J	V	35,409(2)		(2)	06/17/2026	Class A Common Stock	35,409	$0	83,162	D
Stock Options	$221.248	08/23/2022		J	V		80,542(3)	(3)	06/17/2026	Class A Common Stock	80,542	$0	53,247	I	Held by Christopher L. Winfrey 2020 GRAT I
Stock Options	$221.248	08/23/2022		J	V	80,542(3)		(3)	06/17/2026	Class A Common Stock	80,542	$0	163,704	D
Stock Options	$221.248	08/23/2022		J	V		85,441(4)	(4)	06/17/2026	Class A Common Stock	85,441	$0	80,329	I	Held by Christopher L. Winfrey 2021 GRAT I
Stock Options	$221.248	08/23/2022		J	V	85,441(4)		(4)	06/17/2026	Class A Common Stock	85,441	$0	249,145	D
Stock Options	$221.248							(5)	06/17/2026	Class A Common Stock	50,536		50,536	I	Held by Christopher L. Winfrey 2020 GRAT II
Stock Options	$342.235	09/22/2022		A		17,073(6)		09/20/2025(6)	09/22/2032(6)	Class A Common Stock	17,073	$0	17,073	D

Explanation of Responses:

1. On April 8, 2022 the Christopher L. Winfrey 2019 GRAT I transferred 489 stock options to the reporting person. The stock options were granted on January 15, 2016 under the Charter Communications, Inc. 2009 Stock Incentive Plan (the "Plan") and the options became fully exercisable on January 15, 2019.

2. On April 8, 2022 the Christopher L. Winfrey 2019 GRAT I transferred 35,409 stock options to the reporting person. The stock options were granted on June 17, 2016 under the 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.

3. On August 23, 2022 the Christopher L. Winfrey 2020 GRAT I transferred 80,542 stock options to the reporting person. The stock options were granted on June 17, 2016 under the 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.

4. On August 23, 2022 the Christopher L. Winfrey 2021 GRAT I transferred 85,441 stock options to the reporting person. The stock options were granted on June 17, 2016 under the 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. The stock options were granted on June 17, 2016 under the 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.

6. Stock Options granted on September 22, 2022, under the Charter Communications, Inc. 2019 Stock Incentive Plan; 100% of the grant will vest on September 20, 2025. Such options will terminate 10 years from the date of the grant unless terminated sooner in accordance with the plan or grant agreement.

Remarks:

	/s/Jennifer A. Smith as attorney-in-fact for Christopher L. Winfrey	09/26/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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