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)
| 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) 12/22/2015 | ||||||||||||||||||||||||||
| 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 | 12/22/2015 | M | 166,350(1) | A | $53.595 | 561,994 | D | |||
| Class A Common Stock | 12/22/2015 | F | 106,225(2) | D | $180.99(3) | 455,769 | D | |||
| Class A Common Stock | 12/22/2015 | G | 83,696(4) | D | $0 | 372,073 | D | |||
| 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 | ||||||||
| Performance Vesting Stock Options | $53.595 | 12/22/2015 | M | 166,350 | (5) | 02/19/2016 | Class A Common Stock | 166,350 | $0 | 55,450 | D | ||||
| Explanation of Responses: |
| 1. Securities acquired upon exercise of all of the vested performance-vesting stock options with a $125 or $150 per-share stock price target granted on December 19, 2011 under the Charter Communications, Inc. Amended and Restated 2009 Stock Incentive Plan. These options had an expiration date in February 2016. |
| 2. Withholding of securities for the purpose of paying the exercise price and taxes due upon exercise of the stock options. |
| 3. Per-share value assigned to the shares withheld based on the fair market value of the shares at the time the stock options were exercised on December 22, 2015. |
| 4. Gift to a non-profit charitable foundation pursuant to a 10b5-1 plan. |
| 5. The options, representing the right to purchase 110,900 shares of Class A Common Stock subject to the attainment of a $125 per-share stock price for a sixty-day period (with a 4-year term); and 110,900 shares of Class A Common Stock subject to the attainment of a $150 per-share stock price for a sixty-day period (with a 4-year term), vest as follows: (i) 25% were first eligible to vest on December 19, 2012; (ii) 25% were first eligible to vest on December 19, 2013; (iii) 25% were first eligible to vest on December 19, 2014; and (iv) 25% were first eligible to vest on December 19, 2015. |
| Remarks: |
| /s/ Daniel J. Bollinger as attorney-in-fact for Thomas M. Rutledge | 12/23/2015 | |
| ** 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. | ||