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)
09/02/2020

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	09/02/2020		M		12,279(1)	A	$620.34	97,667	D
Class A Common Stock	09/02/2020		F		6,014(2)	D	$620.34	91,653	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
Class A Common Stock								57,583	I	Shares held by Christopher L. Winfrey 2018 GRAT II

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	$221.248	07/30/2020		J	V		165,770(3)	(3)	06/17/2026	Class A Common Stock	165,770(4)	(4)	232,078	D
Stock Options	$221.248	07/30/2020		J	V	165,770(3)		(3)	06/17/2026	Class A Common Stock	165,770(4)	$0(4)	165,770	I	Held by Christopher L. Winfrey 2020 GRAT I
Stock Options	$221.248							(3)	06/17/2026	Class A Common Stock	99,461		99,461	I	Held by Christopher L. Winfrey 2019 GRAT I
Restricted Stock Units	(5)	09/02/2020		M			12,279(1)	(1)	06/17/2022	Class A Common Stock	12,279	$0	18,420	D

Explanation of Responses:

1. Vesting of a portion of Restricted Stock Units granted on June 17, 2016 under the Charter Communications, Inc. Amended and Restated 2009 Stock Incentive Plan; 18,419 shares subject to the attainment of a $455.66 per-share hurdle; 18,419 shares subject to the attainment of a $496.58 per-share hurdle; and 18,419 shares subject to the attainment of a $564.04 per-share hurdle (each with a six-year term). One third of the Restricted Stock Units 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 Restricted Stock Units that have not vested within 6 years from the date of grant will be cancelled.

2. Withholding of securities for the purpose of paying taxes.

3. Stock options granted on June 17, 2016 under the Charter Communications, 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.

4. On July 30, 2020 the reporting person transferred 165,770 stock options to the Christopher L. Winfrey 2020 GRAT I.

5. Restricted Stock Units convert into common stock on a one-for-one basis.

Remarks:

	/s/Daniel J. Bollinger as attorney-in-fact for Christopher L. Winfrey	09/04/2020
	** 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).
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