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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CHARTER COMMUNICATIONS, INC. /MO/ [ CHTR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/20/2023 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 11/20/2023 | G | 2,600(1) | D | $0 | 47,503 | D | |||
Class A Common Stock | 11/20/2023 | G | 2,600(1) | A | $0 | 3,545 | I | Shares held by Yeniley Lorenzo Winfrey Revocable Trust | ||
Class A Common Stock | 11/20/2023 | G | 3,600(2) | D | $0 | 43,903 | D | |||
Class A Common Stock | 11/20/2023 | G | 3,600(2) | A | $0 | 86,118 | I | Shares held by Winfrey Dynasty Trust | ||
Class A Common Stock | 11/20/2023 | G | 47,733(3) | D | $0 | 38,385 | I | Shares held by Winfrey Dynasty Trust | ||
Class A Common Stock | 11/20/2023 | G | 47,733(3) | A | $0 | 47,733 | I | Shares held by GST Non-Exempt Winfrey Dynasty Trust | ||
Class A Common Stock | 20,674 | I | Shares held by Atalaya Management, LLC | |||||||
Class A Common Stock | 34,909 | I | Shares held by Yeniley L Winfrey Irrevocable Trust |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | $512.0575 | 09/21/2023 | J | V | 55,758(4) | 01/15/2023(4) | 01/15/2030 | Class A Common Stock | 55,758 | $0 | 0 | D | |||
Stock Options | $512.0575 | 09/21/2023 | J | V | 55,758(4) | 01/15/2023(4) | 01/15/2030 | Class A Common Stock | 55,758 | $0 | 55,758 | I | Held by GRAT | ||
Stock Options | $221.248 | 10/03/2023 | J | V | 53,247(5) | (5) | 06/17/2026 | Class A Common Stock | 53,247 | $0 | 260,329 | I | Held by GRAT | ||
Stock Options | $221.248 | 10/03/2023 | J | V | 53,247(5) | (5) | 06/17/2026 | Class A Common Stock | 53,247 | $0 | 236,980 | D | |||
Stock Options | $221.248 | 10/03/2023 | J | V | 80,329(6) | (6) | 06/17/2026 | Class A Common Stock | 80,329 | $0 | 180,000 | I | Held by GRAT | ||
Stock Options | $221.248 | 10/03/2023 | J | V | 80,329(6) | (6) | 06/17/2026 | Class A Common Stock | 80,329 | $0 | 317,309 | D |
Explanation of Responses: |
1. On November 20, 2023, the reporting person transferred 2,600 shares to the Yeniley Lorenzo Winfrey Revocable Trust U/A DTD 07/27/2001. |
2. On November 20, 2023, the reporting person transferred 3,600 shares to the Winfrey Dynasty Trust. |
3. On November 20, 2023, the reporting person transferred 47,733 shares from the Winfrey Dynasty Trust to the GST Non-Exempt Winfrey Dynasty Trust UAD 11-24-20. |
4. On September 21, 2023, the reporting person transferred 55,758 stock options to a grantor retained annuity trust. The stock options were granted on January 15, 2020 under the Charter Communications, Inc. Stock Incentive Plan. The options became fully exercisable on January 15, 2023. |
5. On October 3, 2023, a grantor retained annuity trust transferred 53,247 stock options to the reporting person. The stock options were granted on June 17, 2016 under the Charter Communications, Inc. 2009 Stock Incentive Plan (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. On October 3, 2023, a grantor retained annuity trust transferred 80,329 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. |
Remarks: |
/s/Jennifer A. Smith as attorney-in-fact for Christopher L. Winfrey | 11/21/2023 | |
** 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). | ||
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. |