John Bickham Form 4 CHARTER COMMUNICATIONS / John Bickham 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^*

Bickham John

(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)
President and COO

3. Date of Earliest Transaction (Month/Day/Year)
01/15/2018

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	05/12/2017		G	V	6,212(1)	D	$0	29,276(2)	D
Class A Common Stock	01/15/2018		M		2,844	A	$356.32(3)	32,120	D
Class A Common Stock	01/15/2018		F		990(4)	D	$356.32	31,130	D
Class A Common Stock								6,212	I	Shares held by trust

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
Performance Vesting Stock Options	$221.25	03/31/2017		J	V		352,638	(5)	06/17/2026	Class A common stock	352,638(6)	(6)	235,092	D
Performance Vesting Stock Options	$221.25	03/31/2017		J	V	352,638		(5)	06/17/2026	Class A common stock	352,638(6)	(6)	352,638	I	By Trust
Restricted Stock Units	(3)	01/15/2018		M			2,844	(7)	(7)	Class A Common Stock	2,844	$0	0	D

Explanation of Responses:

1. Transferred shares to a trust.

2. Includes shares held jointly with Kathy L. Bickham.

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

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

5. Stock options granted on June 17, 2016 under the Charter Communictions, Inc. Amended and Restated 2009 Stock Incentive Plan: 117,546 shares subject to the attainment of $455.66 per-share hurdle (with a 10-year term) ("Tranche III Options"); 117,546 shares subject to the attainment of a $496.58 per-share hurdle (with a 10-year term) ("Tranche IV Options"); and 117,546 shares subject to the attainment of a $564.04 per-share hurdle (with a 10-year term) ("Tranche V Options"). 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.

6. Mr. Bickham transferred the Tranche III Performance Options, the Tranche IV Performance Options and the Tranche V Performance Options to The Bickham Family 2016 Irrevocable Trust in exchange for a promissory note in the amount of $30,733,185, the appraised value of the options.

7. On 1/15/2015 the reporting person was granted 3,146 Restricted Stock Units to vest on 1/15/2018. In connection with the closing of the Time Warner Cable Inc. transactions the merger exchange ratio of .9042 was applied to the number of unvested Restricted Stock Units.

Remarks:

	/s/Daniel J. Bollinger as attorney-in-fact for John Bickham	01/17/2018
	** 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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