Winfrey Christopher L 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 ATLANTIC STREET

(Street)

STAMFORD CT 06901

(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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/04/2020

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	02/04/2020		M		81,378(1)	A	$36.17	91,156	D
Class A Common Stock	02/04/2020		F		21,352(2)	D	$528.64	69,804	D
Class A Common Stock	02/04/2020		F		21,346(2)	D	$528.85	48,458	D
Class A Common Stock	02/04/2020		S		19,337	D	$523.77(3)	29,121	D
Class A Common Stock								27,126	I	Shares held by Atalaya Management, LLC
Class A Common Stock								34,908	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

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	$36.17	02/04/2020		M			81,378(1)	11/01/2013	11/01/2020	Class A Common Stock	81,378	(1)	0	D
Stock Options	$221.25	01/28/2020		J	V		99,461(4)	(4)	06/17/2026	Class A Common Stock	99,461(5)	(5)	397,848	D
Stock Options	$221.25	01/28/2020		J	V	99,461(4)		(4)	06/17/2026	Class A Common Stock	99,461(5)	$0(5)	99,461	I	By Trust
Stock Options	$150.88	01/28/2020		J	V		24,064(6)	(6)	01/15/2026	Class A Common Stock	24,064(6)	(7)	0	D
Stock Options	$150.88	01/28/2020		J	V	24,064(6)		01/15/2019	01/15/2026	Class A Common Stock	24,064(6)	(7)	24,064	I	By Trust

Explanation of Responses:

1. Pursuant to a 10b5-1 plan entered into in 2019 to address ten-year options to expire in 2020, the reporting person exercised 81,378 stock options granted in 2010 under the Charter Communications, Inc. 2009 Stock Incentive Plan.

2. Withholding of securities for the purpose of paying the exercise price and paying taxes from the transactions pursuant to the 10b5-1 plan reported in footnote #1.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions pursuant to the 10b5-1 plan reported in footnote #1 at prices ranging from $519.85 to $528.31, 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.

4. Stock options granted on June 17, 2016 under the Charter Communictions, Inc. Amended and Restated 2009 Stock Incentive Plan: 99,461 shares subject to the attainment of a $289.76 per-share hurdle (with a 10-year term); 99,462 shares subject to the attainment of a $364.97 per-share hurdle (with a 10-year term); 99,462 shares subject to the attainment of $455.66 per-share hurdle (with a 10-year term); 99,462 shares subject to the attainment of a $496.58 per-share hurdle (with a 10-year term); and 99,462 shares subject to the attainment of a $564.04 per-share hurdle (with a 10-year term). One third of the stock options will be 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 have not vested within 6 years from the date of grant will be cancelled.

5. On January 28, 2020 the reporting person transferred 99,461 stock options to the Christopher L. Winfrey 2019 GRAT I.

6. Stock options granted on January 15, 2016 under the Charter Communications, Inc. 2009 Stock Incentive Plan. The options became fully exercisable on January 15, 2019.

7. On January 28, 2020, the reporting person transferred 24,064 stock options to the Christopher L. Winfrey 2019 GRAT I.

Remarks:

	/s/Daniel J. Bollinger as attorney-in-fact for Christopher L. Winfrey	02/06/2020
	** Signature of Reporting Person	Date
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